ncfm security markets
DESCRIPTION
NCFM courseTRANSCRIPT
SECURITIES MARKET (ADVANCED) MODULE
NATIONAL STOCK EXCHANGE OF INDIA LIMITED
Test Details:
Sr. No.
Name of Module Fees (Rs.)
Test Duration
(in minutes)
No. of Questions
Maximum Marks
Pass Marks (%)
Certifi cate Validity
1 Financial Markets: A Beginners’ Module * 1500 120 60 100 50 5
2 Mutual Funds : A Beginners' Module 1500 120 60 100 50 5
3 Currency Derivatives: A Beginner’s Module 1500 120 60 100 50 5
4 Equity Derivatives: A Beginner’s Module 1500 120 60 100 50 5
5 Interest Rate Derivatives: A Beginner’s Module 1500 120 60 100 50 5
6 Commercial Banking in India: A Beginner’s Module
1500 120 60 100 50 5
7 Securities Market (Basic) Module 1500 105 60 100 60 5
8 Capital Market (Dealers) Module * 1500 105 60 100 50 5
9 Derivatives Market (Dealers) Module * 1500 120 60 100 60 3
10 FIMMDA-NSE Debt Market (Basic) Module 1500 120 60 100 60 5
11 Investment Analysis and Portfolio Management Module
1500 120 60 100 60 5
12 Fundamental Analysis Module 1500 120 60 100 60 5
13 Securities Market (Advanced) Module 1500 120 60 100 60 5
14 Banking Sector Module 1500 120 60 100 60 5
15 Insurance Module 1500 120 60 100 60 5
16 Macroeconomics for Financial Markets Module 1500 120 60 100 60 5
17 NISM-Series-I: Currency Derivatives Certifi cation Examination
1000 120 60 100 60 3
18 NISM-Series-II-A: Registrars to an Issue and Share Transfer Agents – Corporate Certifi cation Examination
1000 120 100 100 50 3
19 NISM-Series-II-B: Registrars to an Issue and Share Transfer Agents – Mutual Fund Certifi cation Examination
1000 120 100 100 50 3
20 NISM-Series-IV: Interest Rate Derivatives Certifi cation Examination
1000 120 100 100 60 3
21 NISM-Series-V-A: Mutual Fund Distributors Certifi cation Examination *
1000 120 100 100 50 3
22 NISM-Series-VI: Depository Operations Certifi cation Examination
1000 120 100 100 60 3
23 NISM Series VII: Securities Operations and Risk Management Certifi cation Examination
1000 120 100 100 50 3
24 Certifi ed Personal Financial Advisor (CPFA) Examination
4000 120 80 100 60 3
25 NSDL–Depository Operations Module 1500 75 60 100 60 # 5
26 Commodities Market Module 1800 120 60 100 50 3
27 Surveillance in Stock Exchanges Module 1500 120 50 100 60 5
28 Corporate Governance Module 1500 90 100 100 60 5
29 Compliance Offi cers (Brokers) Module 1500 120 60 100 60 5
30 Compliance Offi cers (Corporates) Module 1500 120 60 100 60 5
31 Information Security Auditors Module (Part-1) 2250 120 90 100 602
Information Security Auditors Module (Part-2) 2250 120 90 100 60
32 Options Trading Strategies Module 1500 120 60 100 60 5
33 FPSB India Exam 1 to 4** 2000 per exam
120 75 140 60 NA
34 Examination 5/Advanced Financial Planning ** 5000 240 30 100 50 NA
35 Equity Research Module ## 1500 120 65 100 55 2
36 Issue Management Module ## 1500 120 80 100 55 2
37 Market Risk Module ## 1500 120 50 100 55 2
38 Financial Modeling Module ### 1000 150 50 75 50 NA
* Candidates have the option to take the tests in English, Gujarati or Hindi languages.# Candidates securing 80% or more marks in NSDL-Depository Operations Module ONLY will be certifi ed as ‘Trainers’.** Following are the modules of Financial Planning Standards Board India (Certifi ed Financial Planner Certifi cation) - FPSB India Exam 1 to 4 i.e. (i) Risk Analysis & Insurance Planning (ii) Retirement Planning & Employee Benefi ts
(iii) Investment Planning and (iv) Tax Planning & Estate Planning - Examination 5/Advanced Financial Planning## Modules of Finitiatives Learning India Pvt. Ltd. (FLIP)### Module of IMS ProschoolThe curriculum for each of the modules (except Modules of Financial Planning Standards Board India, Finitiatives Learning India Pvt. Ltd. and IMS Proschool) is available on our website: www.nseindia.com > Education > Certifi cations.
Preface
The National Stock Exchange of India Ltd. (NSE), is a global leader in securities trading.
NSE has set up a sophisticated electronic trading, clearing and settlement platform and its
infrastructure serves as a role model for the securities industry. It has introduced various
products and services for the securities markets.
NSE has four broad segments, the Wholesale Debt Market Segment (commenced in June
1994), Capital Market Segment (commenced in November 1994), Futures and Options
Segment (commenced June 2000) and the Currency Derivatives segment (commenced
in August 2008). Various products traded on the NSE include, equity shares, debentures,
warrants, mutual funds, government securities, futures and options on indices and single
stocks, interest rate futures, currency futures and options etc.
Securities markets play an extremely important role in promoting and sustaining the growth
of an economy. It plays a critical role in mobilizing savings for investment in productive assets,
with a view to enhancing a country’s long-term growth prospects. It acts as a major catalyst
in transforming the economy into a more efficient, innovative and competitive marketplace.
At NSE, it has always been our endeavor to continuously upgrade the skills and proficiency
of participants and students of the securities markets. This module has been developed for
those of you who are keen to have a broad and comprehensive knowledge about the securities
markets in India. While it not being a necessary criteria, it is advisable to have cleared the
NCFM Beginners modules before taking up this module.
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Contents
PART 1: CAPITAL MARKETS ............................................................................11
CHAPTER 1: INTRODUCTION TO CAPITAL MARKET ...............................................12
1.1 Fundamental Role ..........................................................................................12
1.1.1 Equity Capital ......................................................................................12
1.1.2 Debt Capital ........................................................................................12
1.1.3 Preference Capital ................................................................................12
1.2 Capital Market Segments ................................................................................13
1.2.1 Primary Market ....................................................................................13
1.2.2 Secondary Market ................................................................................13
1.3 Products / Instruments ...................................................................................14
1.3.1 Differential Voting Rights (DVR) Shares ..................................................14
1.3.2 Global Depository Receipt (GDR) / American Depository Receipt (ADR) .......14
1.3.3 Convertible Preference Shares ...............................................................14
1.3.4 Debentures / Bonds .............................................................................14
1.3.5 Foreign Currency Convertible Bonds .......................................................14
1.3.6 Government Securities .........................................................................14
1.3.7 Treasury Bills ......................................................................................14
1.3.8 Certificate of Deposit (CD) ....................................................................15
1.3.9 Commercial Paper (CP) .........................................................................15
1.3.10 Call Money / Notice Money / Term Money ................................................15
1.3.11 Repo / Reverse Repo ............................................................................15
1.4 Institutions & Intermediaries – Roles & Regulators .............................................15
1.4.1 Stock Exchange ...................................................................................15
1.4.2 Clearing Corporation ............................................................................16
1.4.3 Merchant Bankers / Investment Bankers .................................................16
1.4.4 Underwriters .......................................................................................17
1.4.5 Registrar & Transfer Agents (RTA)..........................................................17
1.4.6 Depository ..........................................................................................17
1.4.7 Mutual Funds ......................................................................................17
1.4.8 Venture Capital Funds & Private Equity Funds ..........................................18
1.4.9 Foreign Institutional Investors (FII) ........................................................18
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1.4.10 Insurance Companies ...........................................................................18
1.4.11 Pension Funds .....................................................................................19
1.5 Indices .....................................................................................................19
1.5.1 Role ...................................................................................................19
1.5.2 S&P CNX Nifty .....................................................................................19
1.5.3 Other IISL Indices ...............................................................................21
1.6 Capital Assets Pricing Model (CAPM) .................................................................21
1.7 Reforms in Indian Securities Markets ................................................................22
1.7.1 Creation of Market Regulator .................................................................22
1.7.2 Screen Based Trading ...........................................................................22
1.7.3 Reduction of Trading Cycle ....................................................................23
1.7.4 Equity Derivatives Trading ....................................................................23
1.7.5 Demutualisation ..................................................................................23
1.7.6 Dematerialisation .................................................................................23
1.7.7 Clearing Corporation ............................................................................24
1.7.8 Investor Protection ..............................................................................24
1.7.9 Globalisation .......................................................................................24
1.7.10 Direct Market Access ............................................................................24
1.7.11 Securities Lending & Borrowing Scheme (SLBS) .......................................24
1.7.12 Currency Futures .................................................................................25
1.7.13 Application Supported by Blocked Amount (ASBA) ....................................25
1.7.14 Launch of Interest Rate Futures .............................................................25
1.7.15 Issue of Capital & Disclosure Requirements (ICDR) Regulations, 2009.........25
CHAPTER 2: FUNDAMENTAL ANALYSIS OF EQUITY ...............................................26
2.1 Purpose .....................................................................................................26
2.1.1 Fundamental Analysis ...........................................................................26
2.1.2 Technical Analysis ................................................................................26
2.2 Financial Statement Analysis ...........................................................................26
2.2.1 Ratios commonly tracked by company’s Shareholders ...............................29
2.2.2 Ratios to assess company’s Margins .......................................................31
2.2.3 Ratios to assess company’s Capital Structure ..........................................32
2.2.4 Ratios to assess company’s Solvency ......................................................33
2.2.5 Ratios to assess company’s Asset & Liability Efficiency ..............................33
2.2.6 Ratios to assess company’s Return Generation Efficiency ..........................35
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2.3 Sector-Specific Ratios .....................................................................................37
2.3.1 Telecom .............................................................................................37
2.3.2 Retail .................................................................................................37
2.3.3 Software ............................................................................................37
2.3.4 Banking ..............................................................................................37
2.3.5 Natural Resources ................................................................................37
CHAPTER 3: PRIMARY MARKETS PROCESS ...........................................................38
3.1 Typical Fund Raising Stages ............................................................................38
3.2 IPO Process ..................................................................................................38
3.3 Why IPO? .....................................................................................................42
CHAPTER 4: MEMBERSHIP ON EXCHANGES ..........................................................43
4.1 Stock Broker .................................................................................................43
4.2 Trading Members ...........................................................................................43
4.3 Clearing Members ..........................................................................................43
4.4 Membership Norms ........................................................................................44
4.5 Trading Membership – Admission Procedure ......................................................48
4.6 Trading Membership – Surrender Procedure ......................................................50
4.7 Trading Membership – Suspension & Expulsion ..................................................52
4.7.1 Suspension of Membership - Grounds .....................................................52
4.7.2 Suspension of Business - Grounds ..........................................................54
4.7.3 Suspension - Consequences ..................................................................54
4.7.4 Expulsion - Consequences .....................................................................55
4.7.5 Declaration of Defaulter ........................................................................56
4.8 Authorised Persons ........................................................................................56
4.9 Sub-brokers ..................................................................................................57
4.10 Broker-Client Relationship ...............................................................................57
4.10.1 Client Registration Documents ...............................................................57
4.10.2 Unique Client Code (UCC) .....................................................................59
4.10.3 Client Margins .....................................................................................59
4.10.4 Execution of Orders .............................................................................59
4.10.5 Contract Note ......................................................................................59
4.10.6 Payments / Deliveries of Securities ........................................................60
4.10.7 Brokerage ..........................................................................................60
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4.10.8 Segregation of Bank Accounts ...............................................................60
4.10.9 Segregation of Demat (beneficiary) Accounts ..........................................61
4.11 Investor Service Cell & Arbitration ...................................................................61
4.12 Code of Advertisement ...................................................................................61
CHAPTER 5: REGULATORY FRAMEWORK ...............................................................62
5.1 Securities Contracts (Regulation) Act, 1956 .......................................................62
5.2 Securities and Exchange Board of India Act, 1992 ..............................................63
5.3 SEBI (Intermediaries) Regulations, 2008 ..........................................................64
5.4 SEBI (Prohibition of Insider Trading) Regulations, 1992 .......................................65
5.4.1 Definitions ..........................................................................................65
5.4.2 Prohibition on Dealing, Communicating or Counseling (Chapter II) .............67
5.4.3 Investigation .......................................................................................67
5.4.4 Disclosures and Internal Procedure for Prevention of Insider Trading
(Chapter IV) .......................................................................................68
5.5 SEBI (Prohibition of fraudulent and Unfair Trade Practices relating to securities
market) Regulations, 2003 ..............................................................................69
5.5.1 Definitions ..........................................................................................69
5.5.2 Prohibition of Certain Dealings in Securities .............................................70
5.5.3 Prohibition of Manipulative, Fraudulent and Unfair Trade Practices ..............70
5.6 The Depositories Act, 1996 .............................................................................72
5.6.1 Definitions ..........................................................................................72
5.6.2 Key Provisions .....................................................................................72
5.7 Indian Contract Act, 1872 ...............................................................................74
5.8 Income Tax Act, 1961 ....................................................................................76
5.9 Anti-Money Laundering ...................................................................................79
PART 2: DERIVATIVES .....................................................................................82
CHAPTER 6 : INTRODUCTION TO DERIVATIVES...................................................83
6.1 What is a derivative? ......................................................................................83
6.2 Kinds of Derivative Contracts ..........................................................................83
6.2.1 Forwards ............................................................................................83
6.2.2 Futures ..............................................................................................83
6.2.3 Options ..............................................................................................84
6.2.4 Swaps ................................................................................................85
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6.3 OTC Derivatives & Exchange Traded Derivatives .................................................86
6.4 Participants ...................................................................................................87
6.5 Continuous Compounding ...............................................................................87
6.6 Why derivatives? ...........................................................................................89
CHAPTER 7: EQUITY DERIVATIVES ......................................................................90
7.1 Contract Structure .........................................................................................90
7.1.1 Nature of contract ................................................................................90
7.1.2 Underlying ..........................................................................................90
7.1.3 Contract Period ...................................................................................90
7.2 Futures .....................................................................................................90
7.2.1 Terminology ........................................................................................90
7.2.2 Pay-off Matrix .....................................................................................92
7.2.3 Pricing of Futures .................................................................................93
7.2.4 Convergence of Spot and Futures ..........................................................94
7.2.5 Applications of Futures .........................................................................95
7.3 Options .....................................................................................................98
7.3.1 Terminology ........................................................................................98
7.3.2 Futures & Options ..............................................................................101
7.3.3 Pay-off Matrix ...................................................................................101
7.3.4 Pricing of Options ..............................................................................106
7.3.5 Applications of Options .......................................................................111
CHAPTER 8: INTEREST RATE DERIVATIVES ........................................................121
8.1 Fixed & Floating Interest Rate .......................................................................121
8.2 Debt Securities Valuation ..............................................................................121
8.3 Discounting ................................................................................................122
8.4 Price Risk ...................................................................................................122
8.5 Duration & Modified Duration ........................................................................123
8.6 Yield to Maturity ..........................................................................................124
8.7 Interest Rate Futures - Underlying Concepts....................................................124
8.8 Interest Rate Futures on NSE ........................................................................126
8.9 Hedging through Interest Rate Futures ...........................................................126
8.10 Reducing Portfolio Maturity through Interest Rate Futures .................................126
8.11 Speculation through Interest Rate Futures ......................................................127
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8.12 Calendar Spread Trading through Interest Rate Futures ....................................127
8.13 Cash & Futures Arbitrage through Interest Rate Futures ....................................127
CHAPTER 9: CURRENCY DERIVATIVES ................................................................128
9.1 Introduction to Exchange Rate .......................................................................128
9.2 Exchange Rate Policy ...................................................................................128
9.2.1 Fixed Exchange Rate ..........................................................................128
9.2.2 Floating Exchange Rate ......................................................................129
9.3 Foreign Currency Quotes ..............................................................................129
9.4 Tick Size ...................................................................................................129
9.5 Spread ...................................................................................................129
9.6 Forward / Futures Rate .................................................................................130
9.7 Hedging through Currency Futures .................................................................130
9.7.1 Long Hedge ......................................................................................130
9.7.2 Short Hedge .....................................................................................131
9.8 Speculation through Currency Futures ............................................................132
9.9 Contract Specifications .................................................................................133
9.10 Membership ................................................................................................135
9.11 Participation ................................................................................................135
CHAPTER 10: DERIVATIVES – REGULATORY FRAMEWORK ................................136
CHAPTER 11: DERIVATIVES – ACCOUNTING .....................................................138
11.1 Accounting for Futures .................................................................................138
11.1.1 At Inception of Contract ..................................................................138
11.1.2 At the time of Daily Settlement ........................................................139
11.1.3 Open Positions ...............................................................................139
11.1.4 Final Settlement .............................................................................140
11.1.5 Default .........................................................................................140
11.1.6 Disclosure Requirements .................................................................141
11.2 Accounting for Options .................................................................................141
11.2.1 At Inception of Contract ..................................................................141
11.2.2 At the time of Payment / Receipt of Margins .......................................142
11.2.3 Open Positions ...............................................................................142
11.2.4 Final Settlement .............................................................................143
11.2.5 Squaring off Open Positions .............................................................143
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CHAPTER 12 : DERIVATIVES – TAXATION ..........................................................145
12.1 Taxation of Profit/Loss on derivative transaction in securities .............................145
12.2 Securities Transaction Tax on derivatives transactions .......................................145
PART 3: MUTUAL FUNDS .................................................................................147
CHAPTER 13: INTRODUCTION TO MUTUAL FUNDS ..............................................148
13.1 Role ...................................................................................................148
13.2 Scheme Types .............................................................................................148
13.2.1 Nature of Investments ....................................................................148
13.2.2 Investment Style ............................................................................150
13.2.3 Structure of Scheme .......................................................................151
13.2.4 Geography ....................................................................................151
13.2.5 Other Funds ..................................................................................151
13.3 Options ...................................................................................................153
13.3.1 Dividend Payout Option ...................................................................153
13.3.2 Growth Option ...............................................................................153
13.3.3 Dividend Re-investment Option ........................................................153
Chapter 14 : MUTUAL FUNDS - STRUCTURE & OPERATIONS ..............................154
14.1 Mutual Fund Structure ..................................................................................154
14.2 Mutual Fund Operations ................................................................................155
14.3 Mutual Fund Distribution Channels .................................................................156
14.4 Distribution Commission ...............................................................................157
14.5 New Fund Offer ...........................................................................................157
Chapter 15 : MUTUAL FUNDS - INVESTORS’ TRANSACTIONS .............................160
15.1 Who can invest? ..........................................................................................160
15.2 Who cannot invest? ......................................................................................161
15.3 Know Your Customer (KYC) Requirements .......................................................161
15.4 Investor Transactions (Normal Physical Mode) .................................................163
15.4.1 Acquisition of Units by Investor from the Scheme ...............................163
15.4.2 Sale of Units by Investor to Scheme .................................................163
15.4.3 Secondary Market Transactions in Units by Investor ............................164
15.4.4 Redemption of Units on closure of scheme .........................................164
15.4.5 Additional Purchase by Investor........................................................165
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15.4.6 Switch by Investor..........................................................................165
15.4.7 Systematic Investment Plan .............................................................165
15.4.8 Systematic Withdrawal Plan .............................................................165
15.4.9 Systematic Transfer Plan .................................................................166
15.5 Investor Transactions (Through the Internet) ..................................................166
15.6 Investor Transactions (NSE MFSS Channel) .....................................................166
CHAPTER 16: MUTUAL FUNDS - EXPENSES, NAV & LOAD ...................................168
16.1 Expenses ...................................................................................................168
16.2 Net Assets & NAV ........................................................................................169
16.3 Valuation ...................................................................................................170
16.4 Load ...................................................................................................170
16.5 Cut-off Timing .............................................................................................171
CHAPTER 17: MF EVALUATION - RETURN & RISK METRICS ...............................173
17.1 Measuring Returns .......................................................................................173
17.1.1 Point to Point Returns / Simple Returns .............................................173
17.1.2 Annualised Returns .........................................................................173
17.1.3 Compounded Returns ......................................................................173
17.1.4 Compounded Annual Growth Rate (CAGR) .........................................174
17.2 SEBI’s Disclosure Norms on Returns ...............................................................175
17.3 Absolute & Relative Returns ..........................................................................175
17.4 Measuring Risk ............................................................................................176
17.4.1 Standard Deviation .........................................................................176
17.4.2 Variance........................................................................................176
17.4.3 Beta .............................................................................................176
17.4.4 Weighted Average Maturity ..............................................................177
17.4.5 Modified Duration ...........................................................................177
17.5 Risk Adjusted Returns ..................................................................................177
17.5.1 Sharpe Ratio ..................................................................................177
17.5.2 Treynor Ratio .................................................................................178
17.5.3 Alpha ............................................................................................178
17.6 Applying the metrics ....................................................................................178
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CHAPTER 18: MF EVALUATION – QUALITATIVE APPROACHES ...........................180
18.1 Generic Risk of Mutual Fund Scheme Categories ..............................................180
18.2 Other Evaluative Factors affecting Mutual Fund Schemes ...................................182
CHAPTER 19: MUTUAL FUNDS - TAXATION ........................................................184
19.1 Securities Transaction Tax (STT) ....................................................................184
19.2 Capital Gains ..............................................................................................184
19.2.1 Equity-Oriented Schemes ................................................................184
19.2.2 Debt-Oriented Schemes ..................................................................185
19.3 Additional Tax on Income Distributed .............................................................185
19.4 Tax Deducted at Source (TDS) .......................................................................186
CHAPTER 20: MUTUAL FUND - INFORMATION SOURCES ...................................187
20.1 SID, SAI & KIM ...........................................................................................187
20.2 Fact Sheets .................................................................................................187
20.3 Fund Account Statements .............................................................................188
20.4 Annual Report and Portfolio Statements ..........................................................188
20.5 Other Sources of Information ........................................................................188
CHAPTER 21 : MUTUAL FUNDS - INVESTOR PROTECTION ...................................189
21.1 Structural Protection ....................................................................................189
21.2 Time-Standards ...........................................................................................190
21.3 Other Legal Considerations for Investors .........................................................190
References and Suggested Readings .................................................................191
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Distribution of weights of the
Securities Market (Advanced) Module Curriculum
Chapter No. Title Weights
(%)
1 INTRODUCTION TO CAPITAL MARKET 5
2 FUNDAMENTAL ANALYSIS OF EQUITY 10
3 PRIMARY MARKETS PROCESS 3
4 MEMBERSHIP ON EXCHANGES 6
5 REGULATORY FRAMEWORK 7
6 INTRODUCTION TO DERIVATIVES 6
7 EQUITY DERIVATIVES 10
8 INTEREST RATE DERIVATIVES 8
9 CURRENCY DERIVATIVES 8
10 DERIVATIVES – REGULATORY FRAMEWORK 2
11 DERIVATIVES - ACCOUNTING 1
12 DERIVATIVES - TAXATION 1
13 INTRODUCTION TO MUTUAL FUNDS 5
14 MUTUAL FUNDS - STRUCTURE & OPERATIONS 6
15 MUTUAL FUNDS - INVESTORS’ TRANSACTIONS 5
16 MUTUAL FUNDS - EXPENSES, NAV & LOAD 3
17 MF EVALUATION - RETURN & RISK METRICS 6
18 MF EVALUATION – QUALITATIVE APPROACHES 5
19 MUTUAL FUNDS - TAXATION 1
20 MUTUAL FUND - INFORMATION SOURCES 1
21 MUTUAL FUNDS - INVESTOR PROTECTION 1
Note: Candidates are advised to refer to NSE’s website: www.nseindia.com, click on ‘Education’
link and then go to ‘Updates & Announcements’ link, regarding revisions/updations in NCFM
modules or launch of new modules, if any.
This book has been developed for NSE by Mr. Sundar Sankaran, Director, Finberry Academy
Pvt. Ltd.
Copyright © 2011 by National Stock Exchange of India Ltd. (NSE)
Exchange Plaza, Bandra Kurla Complex,
Bandra (East), Mumbai 400 051 INDIA
All content included in this book, such as text, graphics, logos, images, data compilation etc.
are the property of NSE. This book or any part thereof should not be copied, reproduced,
duplicated, sold, resold or exploited for any commercial purposes. Furthermore, the book in
its entirety or any part cannot be stored in a retrieval system or transmitted in any form or by
any means, electronic, mechanical, photocopying, recording or otherwise.
11
PART 1: CAPITAL MARKETS
12
Chapter 1: Introduction To Capital Market
1.1 Fundamental Role
Business, trade and commerce need finance for their working capital needs, as well as to set
up new projects. The finance can come from Governments, multi-lateral funding agencies,
domestic financial institutions, banks, capital market etc.
The capital market has the following major components:
1.1.1 Equity Capital
Investors owning equity shares of a company are owners of the company. They are issued
equity shares of the company, as evidence of such ownership.
Equity investors are not entitled to any fixed return or repayment of capital. However, they
are entitled to the benefits that arise out of the performance of the company. If the business
fails, they may lose the entire investment. Of all the financiers, they take the most risk.
1.1.2 Debt Capital
Investors in the debt of a company are not owners of the company – they are more in the
nature of lenders to the company. They are issued debentures or other debt securities, as
evidence of the moneys invested.
Investors in debt securities are entitled to be paid an interest and repaid their capital as per
terms agreed at the time of investment. The debt capital is to be serviced, irrespective of
whether or not the company is profitable.
Debt, which is repayable within a short time period of 1 year, is called money market. Money
market is thus a segment of the debt market.
The inter-bank money market for very short tenors of 1 to 3 days is called call money market.
Slightly longer money market for tenors of 4 to 15 days is called notice money market.
1.1.3 Preference Capital
Investors in preference capital of a company are considered to be owners of the company, as
per the Companies Act, 1956. They are issued preference shares of the company, as evidence
of such ownership. However, their ownership rights are much lesser than those of equity
investors.
Preference investors take more risk than debt investors, but less risk than equity. Like debt,
they are entitled to a fixed return – but this is payable only out of the profits of the company.
If, in a year, the company does not have adequate profits, the dividend will not be payable (in
the case of non-cumulative preference shares) or be payable in future years (in the case of
cumulative preference shares).
13
Besides the fixed return, they may also be entitled to additional returns, depending on profits
of the company (in the case of participating preference shares). Preference shares, which are
not entitled to such additional share on the profits of the company, are called non-participating
preference shares.
Equity shares, debentures, preference shares etc. are called securities. Parties that invest in
these securities are the investors. The companies that need the money issue securities to the
investors. Therefore, the companies are called issuers. The capital market performs a useful
role in bringing issuers and investors together, thus ensuring flow of funds to businesses,
trade and commerce.
1.2 Capital Market Segments
1.2.1 Primary Market
Primary market provides an opportunity to the issuers of securities, both Government and
corporations, to raise funds through issue of securities. The securities may be issued in the
domestic or international markets, at face value, or at a discount (i.e. below their face value)
or at a premium (i.e. above their face value).
The primary market issuance is done either through a public issue or private placement.
Under the Companies Act, 1956, an issue is referred to as public, if it results in allotment of
securities to 50 investors or more. However, when the issuer makes an issue of securities to a
select group of persons not exceeding 49, and if it is neither a rights issue (i.e. issued only to
existing investors) nor a public issue (i.e. made available to any member of the general public
to invest in), it is called a private placement.
When a company makes a public issue of its equity shares for the first time, it is called an
initial public offer (IPO). Subsequent issues are follow-on public offers (FPO).
1.2.2 Secondary Market
Secondary market refers to a market, where securities that are already issued by the
Government or corporations, are traded between buyers and sellers of those securities. The
securities traded in the secondary market could be in the nature of equity, debt, derivatives
etc.
As will be clear from the above, that primary market transactions directly affect the issuing
company’s balance sheet (i.e. the financial statement of its assets and liabilities as on any
date). For instance, if the company issues equity shares, the equity share capital in its balance-
sheet will increase.
On the other hand, a secondary market transactions in those equity shares have no impact on
the issuing company’s balance sheet. The ownership of the shares will move from the seller
to the buyer – but the issuing company’s balance sheet is not affected.
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1.3 Products / Instruments
The broad types of capital viz. equity, debt and preference were introduced earlier. Some
products / instruments within these are listed below:
1.3.1 Differential Voting Rights (DVR) Shares
Companies are permitted to issue shares with differential rights as to voting, dividend or
otherwise. DVR is a tool for companies to attract equity capital, while minimizing the dilution
of promoters’ control over the companies.
1.3.2 Global Depository Receipt (GDR) / American Depository Receipt (ADR)
Foreign investors investing in the Indian stock markets need to comply with various regulations
of the securities market regulator, the Securities and Exchange Board of India (SEBI) and the
central bank, the Reserve Bank of India (RBI). Further, their investments are settled through
the Indian settlement system, where receipts and payments are made in Indian rupees.
GDRs / ADRs are issued to international investors and are listed on international stock
exchanges. Each GDR / ADR represents a certain number of underlying equity shares in a
company. Therefore, while it derives its value from the Indian company’s share, the international
investor can buy and sell them in international exchanges without having to convert receipts
and payments into Indian rupees.
1.3.3 Convertible Preference Shares
These are preference shares that are convertible into equity shares. Depending on the terms
of issue, they are either compulsorily convertible or optionally convertible.
1.3.4 Debentures / Bonds
A form of debt security, they are issued by companies. They may be secured against fixed
assets, in which case these are called secured debentures. Others are unsecured. As with
preference shares the debentures may be convertible (compulsorily or optionally) or they may
be non-convertible.
1.3.5 Foreign Currency Convertible Bonds
These are debt securities issued by companies and denominated in foreign currency. Further,
they are compulsorily or optionally convertible into equity shares of the company.
1.3.6 Government Securities
Issued by the Government of India, they take care of the Government’s requirement of funds.
Further, the yield on government securities in the market sets the benchmark for yields on
other debt securities.
1.3.7 Treasury Bills
Treasury Bills are short term (up to one year) borrowing instruments of the Government of
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India. RBI issues T-Bills for three different maturities: 91 days, 182 days and 364 days. In the
secondary market, T-Bills are available for various maturities.
1.3.8 Certificate of Deposit (CD)
These are unsecured debt securities issued by banks (upto 1 year maturity) or financial
institutions (1 to 3 years maturity).
1.3.9 Commercial Paper (CP)
Companies and financial institutions issue these unsecured debt securities for 1-day to 270
days maturity, to meet their working capital requirements.
1.3.10 Call Money / Notice Money / Term Money
This is an inter-bank market for short term funds. Call money is for 1 day, notice money is for
1 to 14 days and term money is for more than 14 days.
1.3.11 Repo / Reverse Repo
A repo agreement is the sale of a security with a commitment to repurchase the same security
as a specified price and on specified date. The difference between the two prices is effectively
the borrowing cost for the party selling the security as part of the first leg of the transaction.
Reverse repo is purchase of security with a commitment to sell at predetermined price and
date. The difference between the two prices is effectively interest income for the party buying
the security as part of the first leg of the transaction.
A repo transaction for party would mean reverse repo for the second party. As against the call
money market where the lending is totally unsecured, the lending in the repo is backed by a
simultaneous transfer of securities.
1.4 Institutions & Intermediaries – Roles & Regulators
Capital market activities create the need for different kinds of institutions. A brief on these
institutions follows:
1.4.1 Stock Exchange
The National Stock Exchange (NSE) is India’s premier stock exchange. A critical role is to
offer a platform for secondary market trades. NSE provides trading in four different segments
- Wholesale Debt Market, Capital Market, Futures and Options and Currency Derivatives
Segment.
1) Wholesale Debt Market (WDM) Segment
This segment at NSE commenced its operations in June 1994. It provides the
trading platform for wide range of debt securities which includes State and Central
Government securities, T-Bills, PSU Bonds, Corporate debentures, Commercial
Papers, Certificate of Deposits etc.
16
2) Capital Market (CM) Segment
This segment at NSE commenced its operations in November 1995. It offers a
fully automated screen based trading system, known as the National Exchange for
Automated Trading (NEAT) system. Various types of securities e.g. equity shares,
warrants, debentures etc. are traded on this system.
3) Futures & Options (F&O) Segment
This segment provides trading in derivatives instruments like index futures, index
options, stock options, and stock futures, and commenced its operations at NSE in
June 2000.
4) Currency Derivatives Segment (CDS) Segment
This segment at NSE commenced its operations on August 29, 2008, with the launch
of currency futures trading in US Dollar-Indian Rupee (USD-INR). ‘Interest rate
futures’ was another product made available for trading on this segment with effect
from August 31, 2009.
NSE, through its reach across the country, has provided geographic spread to India’s
investment eco-system. The stock exchange appoints brokers, who are responsible
for executing trades within the terms and conditions set by the stock exchange.
Stock exchanges are regulated by SEBI.
1.4.2 Clearing Corporation
Once trades are executed, their clearing and settlement are handled by the clearing corporation
which may operate as an independent entity or a subsidiary of the exchange.
The National Securities Clearing Corporation Ltd. (NSCCL), a wholly owned subsidiary of NSE,
is responsible for clearing and settlement of trades executed at the NSE. As part of its role,
NSCCL provides financial guarantee for all the settlements. This takes care of any counter-
party risk. Further, NSCCL helps in managing the risk in the market through an effective
margining system.
CRISIL has assigned its highest corporate credit rating of ‘AAA’ to the National Securities
Clearing Corporation Ltd (NSCCL). ‘AAA’ rating indicates highest degree of strength with regard
to honoring debt obligations. The rating also factors in NSCCL’s rigorous risk management
controls and adequate settlement guarantee cover.
Clearing corporations are regulated by SEBI.
1.4.3 Merchant Bankers / Investment Bankers
Issuing companies mobilise money from investors through issue of securities in the primary
market. Merchant bankers assist companies in handling the issue. Merchant Bankers are
regulated by SEBI.
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1.4.4 Underwriters
The success of a public issue many a times depends on the prevailing sentiment in the
markets. Companies and their merchant bankers prefer the certainty that the expected funds
will be mobilized. This certainty is brought in by appointing Underwriters.
Every underwriter commits to bring in an agreed amount as part of the issue. Thus, if the
targeted money is not mobilized in the issue, the underwriters bring in the funds to bail out
the issue.
Underwriters are regulated by SEBI.
1.4.5 Registrar & Transfer Agents (RTA)
The RTA keeps a record of the share-holders and their share-holding in the company. In a public
issue, RTA is responsible for allotting shares to applicants on the basis of allotment formula
that is finalized between the company, its merchant banker and the stock exchange. The RTA
also assists companies in executing various corporate actions such as dividend payments,
rights issues (issue of new shares at an agreed price to existing investors) and bonus issues
(issue of new shares, free, to existing investors).
RTAs are regulated by SEBI.
1.4.6 Depository
Although a company issues securities as part of its resource mobilization exercise, the investor
is rarely given a physical certificate. It is normal practice for investors to have a depository
account, into which their investments are credited; when they sell any part of their portfolio,
the corresponding investments are reduced from their depository account. Thus, a depository
account serves the same purpose for securities, as a bank account serves for money.
NSE, along with some other institutions, promoted India’s first depository, National Securities
Depository Ltd (NSDL). Central Depository Services (India) Ltd is the other depository that
operates in the country.
The depositories have made instantaneous electronic transfer of securities possible. Demat
(Dematerialised) settlement has eliminated the bad deliveries and associated problems which
existed in the physical settlement of securities transactions in the country.
To prevent physical certificates from sneaking into circulation, it has been made mandatory
for all newly issued securities to be compulsorily traded in dematerialised form. Now, the
public listed companies making IPO of any security for Rs.10 crore or more have to make the
IPO only in dematerialised form.
Depositories are regulated by SEBI.
1.4.7 Mutual Funds
Mutual Funds are vehicles to mobilise funds from investors, through various schemes. The
18
funds are then invested in line with the scheme guidelines, for the benefit of investors. This is
discussed in detail in Part III of this Workbook.
Mutual Funds in India are regulated by SEBI.
1.4.8 Venture Capital Funds & Private Equity Funds
Businesses need to reach a certain size, before they are in a position to mobilize funds from
the public at large. Their resource requirements until then can be met through Venture Capital
Funds and Private Equity Funds. The Venture Capital funds invest at a very early stage in a
company, and are prepared to take the risk of the venture failing. Private Equity funds tend
to invest at a later stage, after the business has demonstrated some progress in executing its
business model. At times, the difference between these two categories of funds is lost in the
market.
Venture Capital Funds need to register with SEBI. Foreign venture capital investors are also
regulated by RBI.
1.4.9 Foreign Institutional Investors (FII)
Institutional investors are organizations who invest their own funds or pool sums of money
from investors and invest those sums in investible assets such as equity, debt, government
securities, commodities etc. FIIs are institutional investors from or registered in a country
outside of the one in which they are currently investing. FIIs invest their proprietary (own)
funds or pool money and invest on behalf of “broad based” funds, corporates, foreign individuals
etc.
FIIs are entitled to operate as such, based on their registration with SEBI and the RBI. Detailed
eligibility and operating guidelines exist for FIIs (can be found on SEBI and RBI websites).
Investments by FIIs enjoy full capital account convertibility. They can invest in a company
under portfolio investment route upto 24% of the paid up capital of the company. This can
be increased up to the sectoral cap / statutory ceiling, as applicable to the Indian companies
concerned, by passing a resolution of its Board of Directors followed by a special resolution to
that effect by the company at its general body.
FIIs are regulated by both SEBI and RBI.
1.4.10 Insurance Companies
Life insurance policies that are taken to cover the lives of individuals are typically of long tenors.
Often they extend over several decades. Insurance companies invest the funds available with
them in the primary and secondary markets. Life insurance companies thus become a source
of long term funds in the capital market.
Insurance companies are regulated by Insurance Regulatory & Development Authority (IRDA).
For their operations in the capital market, they also need to comply with the capital market
regulations of SEBI.
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1.4.11 Pension Funds
People look towards pension to give them a regular stream of income during their retirement
years. The regulatory framework in the area is still evolving.
Anyone can buy an annuity product from an insurance company, by paying a lumpsum amount.
Companies too can buy such contracts from insurance companies, on behalf of employees.
The annuity payments from the insurance company under the contract fulfills the need for the
regular stream of income for a retired employee. These operations of insurance companies
are regulated by IRDA.
New Pension Scheme (NPS) is a pension scheme regulated by the Pension Fund Regulatory
and Development Authority (PFRDA). The NPS provides for regular contributions by individuals
or employers of individuals towards a pension plan. The contributions accumulate during the
earning years of the individual. Towards retirement, the accumulations are to be used to buy
an annuity from an insurance company.
Like insurance, pension funds are a source of long term funds for the capital market. As seen
above, different aspects of pension are regulated by PFRDA and IRDA. Pension funds also need
to comply with the capital-market related regulations of SEBI while investing in the markets.
1.5 Indices
1.5.1 Role
Indices are meant to capture the overall behavior of a market. As part of the index construction,
a group of assets that trade in the market are identified and their role in the computation of
the index is also decided upon. Thus, the value of those assets, mixed together as per the set
computation process, yields the value of the index at any point of time.
S&P CNX Nifty (Nifty) is a leading stock market index of India that captures the share price
behavior of a portfolio of 50 of India’s blue chip, large companies which are the most liquid in
the market. The index is calculated real-time on all days that the NSE is open. A discussion
on its computation follows.
1.5.2 S&P CNX Nifty
The S&P CNX Nifty is owned and managed by India Index Services and Products Ltd. (IISL),
which is a joint venture between the National Stock Exchange (NSE) and CRISIL. IISL has
a licensing and marketing agreement with Standard & Poor’s, who is a world leader in index
services.
S&P CNX Nifty is a well diversified 50 stock index accounting for 22 sectors of the economy.
The index set of 50 stocks is selected based on the following criteria:
Domicile
The company must be domiciled in India and trade on the NSE.
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Eligible Securities
All common shares listed on the NSE (which are of equity and not of a fixed income nature)
are eligible for inclusion in the S&P CNX Nifty index.
Convertible stock, bonds, warrants, rights, and preferred stock that provide a guaranteed
fixed return are not eligible.
Float
Companies eligible for inclusion in the S&P CNX Nifty should have at least 10% of their
stock available to investors (float). For this purpose, float is stocks which are not held by the
promoters and associated entities (where identifiable) of such companies.
Float Adjusted Market Capitalisation
Market Capitalisation of a company = Closing price of the company’s share * Number of
outstanding shares of the company.
Float-adjusted Market Capitalisation of a company = Closing price of the company’s share *
Number of shares of the company available to investors (float).
Companies eligible for inclusion in the S&P CNX Nifty must have at least twice the float-
adjusted market capitalization of the current smallest index constituent.
Liquidity
The security should have traded at an average impact cost of 0.50% or less during the
previous six months, for 90% of the observations.
Impact cost is the mark up suffered, while buying/selling the desired quantity of the security,
as compared to its ideal price viz. (best buy + best sell)/2.
Other Variables
A company which comes out with an IPO is eligible for inclusion in the index if it fulfills the
normal eligibility criteria for the index - impact cost, float-adjusted market capitalization and
float -- for a three-month period instead of a six-month period.
The base period for the S&P CNX Nifty index is November 3, 1995, which marked the completion
of one year of operations of NSE’s Capital Market Segment. The base value of the index has
been set at 1000, and a base capital of Rs. 2.06 trillion.
The S&P CNX Nifty index is computed by dividing the float-adjusted market capitalization
of the index component securities as of current date (MCn) by the float-adjusted market
capitalization of the same securities as of initial date (MC1) multiplied by the index value as
of initial date (I1).
An Index Policy Committee is involved in the framing of policy and guidelines for managing
the S&P CNX Nifty. The Index Maintenance Subcommittee makes all decisions on additions
and deletions of companies in the index.
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1.5.3 Other IISL Indices
The following are the other major IISL Indices and their composition:
CNX Nifty Junior The next rung of 50 liquid securities after S&P CNX Nifty is the CNX Nifty
Junior.
It may be useful to think of the S&P CNX Nifty and the CNX Nifty Junior
as making up the 100 most liquid stocks in India.
CNX 100 A diversified 100 stock index accounting for 35 sectors of the
economy.
S&P CNX 500 India’s first broadbased benchmark of the Indian capital market.
The S&P CNX 500 companies are disaggregated into 72 industry indices
viz. S&P CNX Industry Indices. Industry weightages in the index reflect
the industry weightages in the market. For e.g. if the banking sector
has a 5% weightage in the universe of stocks traded on NSE, banking
stocks in the index would also have an approx. representation of 5% in
the index.
CNX Midcap 100 mid cap stocks are part of the index
Nifty Midcap 50 50 stocks are selected based on the following criteria:
Stocks with average market capitalization ranging from Rs. 1000 •
crores to Rs. 5000 crores at the time of selection are included.
Stocks which are not part of the derivatives segment are •
excluded.
Stocks which form part of the S&P CNX Nifty index are excluded.•
S&P CNX Defty This is the S&P CNX Nifty, but measured in dollars. It is calculated as
follows:
S&P CNX Nifty at time t * Exchange rate as on base date ÷ Exchange
rate at time t
1.6 Capital Assets Pricing Model (CAPM)
The model lays down a framework to view risk in equities. It states that there are two risks
in investing in equity.
• Systematic risk
This is inherent to equity investments e.g. the risk arising out of political turbulence,
inflation etc. It would affect all equities and therefore cannot be avoided.
• Non-systematic risk
This is unique to a company e.g. risk that a key pharma compound will not be approved
or the risk that a high performing CEO leaves the company. Non-systematic risk can be
minimized by holding a diversified portfolio of investments.
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According to CAPM, since investors can diversify away their non-systematic risks, they have
to be compensated only for systematic risk. Beta is a measure of systematic risk (β).
Based on the share price of a specific company over a long period of time (say, 5 years),
periodic (say, daily) returns can be measured. Similarly, the daily returns on a diversified equity
index can be measured for the same period. Now, it is possible to measure the sensitivity of
the returns on the share to the returns on the equity index. This is the beta of the company’s
shares.
For the statistically inclined readers,
β = Covariance (Index Returns, Stock Returns) ÷ Variance (Index Returns).
The significance of Beta is in its implication. Suppose Beta of a company is calculated to be
1.2. It means that, based on historical returns, if the equity index were to move by 1%,
shares of this company are likely to move by 1.2.
The market itself has a beta value of 1; in other words, its movement is exactly equal to itself
(a 1:1 ratio). Stocks may have a beta value of less than, equal to, or greater than one. An
asset with a beta of 0 means that its price is not at all correlated with the market; that asset
is independent. A positive beta means that the asset generally tracks the market. A negative
beta shows that the asset inversely follows the market; the asset generally decreases in value
if the market goes up.
1.7 Reforms in Indian Securities Markets
Over a period, the Indian securities market has undergone remarkable changes and grown
exponentially, particularly in terms of resource mobilisation, intermediaries, the number of
listed stocks, market capitalisation, turnover and investor population. The following paragraphs
list the principal reform measures undertaken since 1992.
1.7.1 Creation of Market Regulator
Securities and Exchange Board of India (SEBI), the securities market regulator in India, was
established under SEBI Act 1992, with the main objective and responsibility for :
� protecting the interests of investors in securities;
� promoting the development of the securities market; and
� regulating the securities market.
1.7.2 Screen Based Trading
Prior to setting up of NSE, the trading on stock exchanges in India was based on an open
outcry system. The system was inefficient and time consuming because of its inability to
provide immediate matching or recording of trades. In order to provide efficiency, liquidity
and transparency, NSE introduced a nation-wide on-line fully automated screen based trading
system (SBTS) on the CM segment on November 3, 1994.
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1.7.3 Reduction of Trading Cycle
Earlier, the trading cycle for stocks, based on type of securities, used to vary between 14 days
to 30 days and the settlement involved another fortnight. The Exchanges, however, continued
to have different weekly trading cycles, which enabled shifting of positions from one Exchange
to another. It was made mandatory for all Exchanges to follow a uniform weekly trading cycle
in respect of scrips not under rolling settlement.
In December 2001, all scrips were moved to rolling settlement and the settlement period was
reduced progressively from T+5 to T+3 days. From April 2003 onwards, T+2 days settlement
cycle is being followed.
1.7.4 Equity Derivatives Trading
In order to assist market participants in managing risks better through hedging, speculation
and arbitrage, the Securities Contract (Regulations) Act, 1956 was amended in 1995 to lift the
ban on options in securities. Trading in derivatives, however, took off in 2000 with the launch
of index futures after suitable legal and regulatory framework was put in place. The market
presently offers index futures, index options, single stock futures and single stock options.
1.7.5 Demutualisation
Historically, stock exchanges were owned, controlled and managed by a set of brokers. They
set the rules and regulations which they were expected to follow. This led to a conflict of
interest. In case of disputes, integrity of the stock exchange suffered. NSE, however, was set
up with a pure demutualised governance structure i.e. ownership, management and trading
rights were distributed between three different sets of entities. NSE’s ownership vested in
the hands of banks, insurance companies, financial institutions, its management was drawn
from professionals and brokers were offered trading rights on the exchange. This separation
of ownership, management and trading rights eliminated conflict of interest and provided
transperancy in operations. Currently, all the stock exchanges in India have a demutualised
set up.
1.7.6 Dematerialisation
As discussed earlier, the old settlement system was inefficient due to the time lag for settlement.
Another source of inefficiency and risk was the need for physical movement of physical
securities. Physical securities could be stolen, forged, mutilated, lost in transit etc. To obviate
these problems, the Depositories Act, 1996 was passed to provide for the establishment of
depositories in securities with the objective of ensuring transferability of securities with speed,
efficiency and accuracy. Thus, the two depositories viz. NSDL and CDSL, discussed earlier,
came up. Securities are held in the depository in an electronic form eliminating physical paper.
Securities are also transferred from one party to another electronically.
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1.7.7 Clearing Corporation
The anonymous electronic order book ushered in by the NSE did not permit members to
assess credit risk of the counter-party and thus necessitated some innovation in this area. To
address this concern, NSE set up the first clearing corporation, viz. National Securities Clearing
Corporation Ltd. (NSCCL), which commenced its operations in April 1996. It carries out the
clearing and settlement of the trades executed in the equities and derivatives segments of the
NSE. It is the first clearing corporation in the country to establish the Settlement Guarantee
Fund (SGF) in June 1996. It guarantees all financial settlements of trades executed on the
NSE. It has been managing clearing and settlement functions since its inception without a
single failure or clubbing of settlements. Today NSCCL settles trades under the T+2 rolling
settlement.
1.7.8 Investor Protection
In order to protect the interest of investors and promote awareness, the Central Government
(Ministry of Corporate Affairs) established the Investor Education and Protection Fund (IEPF)
in October 2001. With similar objectives, the Exchanges and SEBI also maintain investor
protection funds to take care of investor claims.
SEBI and the stock exchanges have also set up investor grievance cells for redressal of investor
grievances. All these agencies and investor associations also organise investor education and
awareness programmes.
1.7.9 Globalisation
Indian companies have been permitted to raise resources overseas through issue of ADRs,
GDRs, FCCBs and ECBs. Further, FIIs have been permitted to invest in all types of securities,
including government securities and tap the domestic market, upto limits as seen earlier.
RBI has permitted two-way fungibility for ADRs / GDRs, which means that the investors
(foreign institutional or domestic) who hold ADRs / GDRs can cancel them with the depository
and sell the underlying shares in the market.
1.7.10 Direct Market Access
In April 2008, SEBI allowed the direct market access (DMA) facility to the institutional investors.
DMA allows brokers to offer their respective clients, direct access to the Exchange trading
system through the broker’s infrastructure without manual intervention by the broker.
1.7.11 Securities Lending & Borrowing Scheme (SLBS)
In April 2008, the Securities Lending & Borrowing mechanism was allowed. Normally, market
participants cannot take short positions directly in the securities, because under rolling
settlement, the securities will need to be delivered in T+2 days. The SLBS offers a mechanism
for market participants who take short positions to borrow the securities to meet the settlement
needs of the exchange.
25
The borrower of the security will pay the lender of the security for the period that the security
has been borrowed. It thus becomes an additional source of income (besides dividend) for
investors who own the securities.
1.7.12 Currency Futures
On August 29, 2008, NSE launched trading in currency future contracts in the USD-INR
pair (i.e. on US Dollars) for the first time in India. Subsequently, contracts in the GBP-INR,
EUR-INR and JPY-INR (i.e. on the UK’s Pound-Sterling, Euro and Japanese Yen) were added.
1.7.13 Application Supported by Blocked Amount (ASBA)
ASBA is a major primary market reform. It enables investors to apply for IPOs / FPOs and
rights issues without making a payment. Instead, the amount is blocked in the investors’ own
bank account. On allotment, an amount proportionate to the shares allotted goes out from the
bank account; the balance amount is unblocked and available for use by the investor. Thus,
the investor is saved the head ache of waiting for refund of moneys after allotment.
1.7.14 Launch of Interest Rate Futures
On August 31, 2009, futures on interest rate were launched on the National Stock
Exchange.
1.7.15 Issue of Capital & Disclosure Requirements (ICDR) Regulations, 2009
In August 2009, the SEBI came out with the Issue of Capital and Disclosure Requirements
(ICDR) Regulations 2009, replacing the Disclosure and Investor Protection (DIP) Guidelines
2000. ICDR governs all disclosure norms regarding issue of securities.
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Chapter 2: Fundamental Analysis of Equity
2.1 Purpose
Shares are bought and sold based on their value, as perceived by the parties. The valuation
is dependent on analysis of the security. There are broadly two approaches to security
analysis:
2.1.1 Fundamental Analysis
Widely recognized as a sound approach to long term investments, fundamental analysis entails
an evaluation of the company’s fundamentals. This would typically include the following:
Industry Analysis
The competitive scenario in the industry, government policy, margin structure, growth
prospects, risks and opportunities are evaluated.
Management Analysis
This is an assessment of the company’s management, their capability, depth and longevity,
transparency, corporate governance standards and ethics.
Financial Statement Analysis
This key aspect of fundamental analysis is discussed in detail in the next section.
2.1.2 Technical Analysis
While fundamental analysis focuses on the company, technical analysis focuses on how its
share performs in the market. A technical analyst is not concerned about what the company
manufactures or how much of its produce it sells. She will look at volumes and trends in a
liquid share market index to form an opinion on future direction of the market in general.
Similarly, prices of a company’s shares, the volumes traded, the open position levels etc. are
analysed to decide which way individual companies’ share prices are headed.
Technical analysis is an invaluable tool for traders, who tend to operate based on short-term
views on the market.
Brokerages and other companies in the securities business have research teams that handle
this activity. Large brokerages have dedicated analysts for key sectors, such as banking &
financial services, information technology, telecom, energy etc.
2.2 Financial Statement Analysis
As seen earlier, this is a key element of Fundamental Analysis. The analyst looks at various
financial ratios to understand the company. Let us take the following example of Mega
Corporation Ltd. to understand some of these ratios:
27
Balance Sheet as on31-Mar-09
Rs. Cr.
31-Mar-08
Rs. Cr.
Sources of Funds
Shareholders' Funds
Share Capital 4,130.40 4,130.40
Reserves & Surplus 23,853.70 18,933.17
27,984.10 23,063.57
Loan Funds
Secured Loans 1,473.60 925.31
Unsecured Loans 6,065.19 2,119.93
7,538.79 3,045.24
Total Sources of Funds 35,522.89 26,108.81
Application of Funds
Fixed Assets
Gross Block 32,728.69 30,922.73
Less Depreciation 20,459.86 19,351.42
Net Block 12,268.83 11,571.31
Add Capital Work-in-progress 6,544.24 2,389.55
18,813.07 13,960.86
Investments 652.70 538.20
Current Assets, Loans & Advances
Inventories 10,121.45 6,857.23
Sundry Debtors 3,024.36 3,048.12
Cash & Bank Balances 18,228.53 13,759.44
Other Current Assets 1,014.47 273.08
Loans & Advances 2,122.06 2,379.75
34,510.87 26,317.62
Less Current Liabilities & Provisions
Current Liabilities 7,713.39 6,400.92
Provisions 9,408.21 6,797.83
Others 1,332.15 1,568.60
18,453.75 14,767.35
Net Current Assets 16,057.12 11,550.27
Miscellaneous Expenditure 0.00 59.48
Total Application of Funds 35,522.89 26,108.81
Face value of each share is Rs. 10.00
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Profit & Loss Account for year ended31-Mar-09
Rs. Cr.
31-Mar-08
Rs. Cr.
Income
Gross Sales 48,681.39 45,555.34
Less Excise Duty 5,531.31 6,045.19
Net Sales 43,150.08 39,510.15
Other Operating Income 700.87 706.89
Net Income 43,850.95 40,217.04
Expenditure
Materials 15,650.06 11,303.14
Employees' Remuneration & Benefits 8,401.51 7,919.02
Other Manufacturing Expenses 7,273.70 6,671.61
Selling & Administration Expenses 3,416.61 2,554.17
34,741.88 28,447.94
Profit from Operations before Other Income,
Interest, Depreciation, Tax & Amortisation
9,109.07 11,769.10
Less Interest & Finance Charges 253.24 250.94Add Other Income 1,828.96 1,184.76Less Depreciation 1,285.12 1,235.48
Profit before Exceptional Items &Tax 9,399.67 11,467.44
Less Tax 3,284.28 3,934.65
Profit after Tax before Exceptional Items 6,115.39 7,532.79
Less Exceptional Items & tax adjustment -59.42 -3.99
Net Profit after Tax 6,174.81 7,536.78
Less Equity Dividend 1,073.90 1,528.25Less Income Distribution Tax 181.26 258.91
Retained Earnings 4,919.65 5,749.62
Share is trading in the market at Rs. 200.00
In the ratio calculations for Mega Corporation that follow:
• ‘P&L’ means that the data has come from the company’s Profit & Loss account
• ‘B/S’ means that the data has come from the company’s Balance Sheet.
29
2.2.1 Ratios commonly tracked by company’s Shareholders
Earnings per Share (EPS)
This is tracked by almost every investor – how much did the company earn on each share
owned by the investor?
31-Mar-09 31-Mar-08
Earnings Per Share a ÷ b Rs. 14.81 18.24
a Profit after Tax before
Exceptional Items
P&L Rs. Cr. 6,115.39 7,532.79
b No. of shares c ÷ d Crores 413.04 413.04
c Share Capital B/S Rs. Cr. 4,130.40 4,130.40
d Face value of each share B/S Rs. 10.00 10.00
Mega Corporation’s EPS has gone down. Other things being constant, this is an indication that
the share price had to go down.
Cash Earnings per Share (CEPS)
In the calculation of earnings, depreciation is one of the expenses deducted from the revenue.
Depreciation however is only an accounting entry – it does not involve a cash outgo for the
company. (The cash outgo would have happened when the company bought the asset on
which depreciation is now charged as an accounting entry).
Similarly, the company may make various accounting provisions which do not involve a cash
outgo.
If such non-cash expenses are added back to the earnings, then one arrives at the cash
earnings.
31-Mar-09 31-Mar-08
Cash Earnings Per Share a ÷ b Rs 17.92 21.23
a Cash Earnings c + d Rs. Cr. 7,400.51 8,768.27
b No. of shares 1 b Crores 413.04 413.04
c Profit after Tax before
Exceptional Items
P&L Rs. Cr. 6,115.39 7,532.79
d Depreciation P&L Rs. Cr. 1,285.12 1,235.48
Dividend per Share (DPS)
The company may have earned profits, but how much did the investor receive as dividend?
31-Mar-09 31-Mar-08
Dividend Per Share a ÷ b Rs. 2.60 3.70
a Dividend P&L Rs. Cr. 1,073.90 1,528.25
b No. of shares 1 b Crores 413.04 413.04
30
Dividend Yield
If the past dividends are maintained, and an investor bought the share today, what return
would she receive in the form of dividend?
31-Mar-09 31-Mar-08
Dividend Yield a ÷ b % 1.30% 1.85%
a Dividend Per Share 3 Rs. 2.60 3.70
b Current Market Price of Share Rs. 200.00 200.00
While the calculations are shown for both years, it is the latest dividend for a full financial year
that is most relevant.
Caution needs to be exercised for this metric, because past dividend may not be sustained if
the earnings go down. This is evident in the above calculation, where Mega Corporation has
cut the dividend from Rs3.70 per share to Rs. 2.60 per share, when earnings fell from 2007-
08 to 2008-09.
Price-Earnings Ratio (P/E Ratio)
When an investor buys the shares of a company, she is essentially buying into its future
earnings stream. How much is the company’s share price, in relation to its earnings?
31-Mar-09 31-Mar-08
Price / Earnings Ratio a ÷ b Times 13.50 10.96
a Current Market Price of Share Rs. 200.00 200.00
b Earnings Per Share Rs. 14.81 18.24
While the calculations are shown for both years, it is the latest earnings that is most
relevant.
Comparing the market price with past earnings, gives historical P/E Ratio.
Comparing the market price with projected (future) earnings, gives prospective P/E Ratio.
This is more commonly used by analysts.
P/E Ratio is more meaningful when it is compared with the P/E Ratio of other companies from
the same sector. This is a tool to check for over-valuation or under-valuation of a company’s
share in the market.
Suppose Mega Corporation’s prospective P/E is 12 times, while other companies in the sector
are trading in the range of 7 times. The analyst would consider whether the differential is
justified – for example, on account of superior earnings growth expected or better corporate
governance or some favorable news expectation about the company. If the analyst does not
see a reason for the share to trade at a higher multiple, then she is likely to view it as over-
valued and recommend that the share be sold.
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Market Capitalisation
How much is the value of the entire company (i.e. all its shares together) as per the share
market?
31-Mar-09 31-Mar-08
Market Capitalisation a X b Rs. Cr. 82,608.00 82,608.00
a Current Market Price of Share Rs. 200.00 200.00
b No. of shares Crores 413.04 413.04
The latest share price and the latest number of shares are most relevant.
Based on market capitalization, shares are often classified as large cap, mid cap or small cap.
There is no standard value based on which a company is fit into a specific category. Every
research house has its own view on relative market capitalization, based on which companies
are categorized.
2.2.2 Ratios to assess company’s Margins
How profitable is the company’s business? Two ratios can be considered.
Operating Profit Margin
31-Mar-09 31-Mar-08
Operating Profit Margin a ÷ b % 21.1% 29.8%
a Operating Profit before
interest & depreciation
P&L Rs. Cr. 9,109.07 11,769.10
b Net Sales P&L Rs. Cr. 43,150.08 39,510.15
Clearly the margins of Mega Corporation have slipped during 2008-09. The key reason for
this can be found in the Profit and Loss account. Material cost was 28.1% of net income in
2007-08. It has gone up to 35.7% in 2008-09. This kind of increase means that the company
is not able to pass on its cost increases to its customers. This is very negative for a company’s
stock.
Net Profit Margin
The operating margin above did not consider interest and depreciation. Net profit margin is
after all expenses, other than exceptional items, which are non-recurring in nature.
31-Mar-09 31-Mar-08
Net Profit Margin a ÷ b % 13.9% 18.7%
a Profit after Tax before
Exceptional Items
P&L Rs. Cr. 6,115.39 7,532.79
b Net Income P&L Rs. Cr. 43,850.95 40,217.04
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Mega Corporation has slipped on this front too, though to a lesser extent than the operating
margins. From the profit and loss account it can be seen that the company managed to
improve other income and also reduce its tax, as a percentage of net sales. Other income
may not be connected to the company’s normal operations, while reduction in tax may be on
account of changes in tax regime, rather than anything done by the company. Therefore, they
do not create any significant comfort about the prospects of the company.
2.2.3 Ratios to assess company’s Capital Structure
Debt-Equity Ratio
What is the mix between borrowed funds (loans) and own funds (shareholders’ funds) in the
capital structure of the company?
31-Mar-09 31-Mar-08
Debt-Equity Ratio a ÷ b Times 0.22 0.33
a Loans B/S Rs. Cr. 6,115.39 7,532.79
b Net Worth c + d Rs. Cr. 27,984.10 23,063.57
c Share Capital B/S Rs. Cr. 4,130.40 4,130.40
d Reserves B/S Rs. Cr. 23,853.70 18,933.17
Mega corporation has only Rs. 0.22 of loans, for every Rs. 1 of own funds. It is thus relying
less on debt – technically called under leveraged. The implication of this will be discussed
later, in the section on return generation efficiency.
A point to note is that too high a leverage too is bad, because the servicing needs on the debt
can put pressure on the company during recessions / lean times. The ideal leverage for a
company depends on the inherent risks in its industry as well as its profitability.
Interest Coverage Ratio
Debt-equity ratio looked at capital structure from the point of view of the company’s balance
sheet. What about is ability to bear the cost of debt funds?
31-Mar-09 31-Mar-08
Interest Coverage Ratio a ÷ b Times 37.12 45.70
a Profit before tax & exceptional
items
P&L Rs. Cr. 9,399.67 11,467.44
b Interest Cost P&L Rs. Cr. 253.24 250.94
Thus, Mega Corporation’s interest cost is covered by profits to the extent of 37 times.
Conventionally, interest coverage of 3 times is considered comfortable, because it means that
the company will stay profitable, even if its profits were to go down by 66.67%.
Thus, the company is under-leveraged even from the point of view of its ability to bear
interest costs.
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2.2.4 Ratios to assess company’s Solvency
Current Ratio
Debt-equity evaluates a company’s capital structure from the long term point of view. What
is the company’s ability to meet its normal day to day obligations?
31-Mar-09 31-Mar-08
Current Ratio a ÷ b Times 1.87 1.78
a Current Assets B/S Rs. Cr. 34,510.87 26,317.62
b Current Liabilities & Provisions B/S Rs. Cr. 18,453.75 14,767.35
Conventionally, current ratio of 1.33 is considered comfortable. This means that even if 33%
of the current assets do not get converted into cash, the company will be able to meet its
obligations.
Mega Corporation’s current ratio of 1.87 is therefore comfortable.
Quick Ratio
Among current assets, stocks take the longest to get converted to cash. Raw materials have to
get converted to finished goods, which in turn need to be sold, before money can be realized.
Therefore, as a measure of short term solvency, current ratio is re-worked by excluding
inventory from the current assets.
31-Mar-09 31-Mar-08
Quick Ratio (a - c) ÷ b Times 1.32 1.32
a Current Assets B/S Rs. Cr. 34,510.87 26,317.62
b Current Liabilities & Provisions B/S Rs. Cr. 18,453.75 14,767.35
c Inventory B/S Rs. Cr. 10,121.45 6,857.23
Quick ratio of 1 is considered to be a good thumb-rule. Mega Corporation’s quick ratio of 1.32
is therefore fine.
2.2.5 Ratios to assess company’s Asset & Liability Efficiency
Fixed Assets Turnover
How does the company’s net sales compare with the value of its fixed assets?
31-Mar-09 31-Mar-08
Fixed Assets Turnover a ÷ b times 3.52 3.41
a Net Sales P&L Rs. Cr. 43,150.08 39,510.15
b Net Fixed Assets B/S Rs. Cr. 12,268.83 11,571.31
Mega Corporation is able to turnover its fixed assets 3.5 times. This is then compared to other
companies in the sector, to see how well Mega Corporation is able to use its fixed assets to
generate income.
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Inventory Turnover
How efficient is the company’s inventory management? A company that has implemented
practices like Just-in-time inventory will score well on this front.
31-Mar-09 31-Mar-08
Inventory Turnover a ÷ b times 3.58 4.37
a Cost of Goods Sold c + d + e Rs. Cr. 36,280.24 29,934.36
b Inventory B/S Rs. Cr. 10,121.45 6,857.23
c Expenditure P&L Rs. Cr. 34,741.88 28,447.94
d Depreciation P&L Rs. Cr. 1,285.12 1,235.48
e Interest & Finance Charges P&L Rs. Cr. 253.24 250.94
Mega Corporation’s inventory turnover of 3.58 times can be compared with other companies
in the sector, to assess its efficiency. It is pertinent to note that the inventory turnover has
worsened during 2008-09.
If the company’s inventory is getting turned over 3.58 times in a year, that means that
inventory is held in the company for about 365 ÷ 3.58 i.e. 101.8 days. Such a long inventory
holding period is maintained only if there are challenges in the supply chain (on account of
potential disturbances or long distances for goods movement, or movement of goods between
countries) or if the company has a long manufacturing cycle.
Debtors’ Turnover
How efficient is the company in the credit it gives to its buyers?
31-Mar-09 31-Mar-08
Debtors Turnover a ÷ b times 16.10 14.95
a Gross Sales P&L Rs. Cr. 48,681.39 45,555.34
b Debtors B/S Rs. Cr. 3,024.36 3,048.12
The debtors turnover of Mega Corporation has improved in 2008-09, which is a good sign.
Average Collection Period
On an average, in how many days is the company able to convert its credit sales into
collections?
31-Mar-09 31-Mar-08
Average Collection Period a ÷ b days 22.68 24.42
a Days in a year days 365 365
b Debtors Turnover times 16.10 14.95
The average collection period of 23 days can be compared, not only with others in the industry,
but also the company’s own collection policy. If Mega Corporation, on an average, gives 15
days credit to buyers, then the company is poor in its collections. On the other hand, if the
normal credit is 30 days, then the company has a good collection record.
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Average Payment Period
Generally, credit availed from a supplier does not have an interest cost. Any company should
take full benefit of zero cost funding opportunities.
31-Mar-09 31-Mar-08
Average Payment Period c ÷ (b÷a) days 81.04 82.13
a Days in a year days 365 365
b Expenditure P&L Rs. Cr. 34,741.88 28,447.94
c Current Liabilities B/S Rs. Cr. 7,713.39 6,400.92
Mega Corporation has a long payment period of 81 days. Thus, it is able to avail credit from
its suppliers for 81 days, while it is giving credit of only 23 days to its buyers. This is good.
However, the 81 days of credit period from suppliers, as compared to 101 day inventory
holding period plus 23 day collection period means that the company will keep facing working
capital challenges when it expands operations.
2.2.6 Ratios to assess company’s Return Generation Efficiency
Return on Capital Employed (ROCE)
The company’s margins were assessed earlier. That was a measure of profitability of its
operations. How does the profitability compare with the money invested in the business? For
this, one has to consider how much the company earned, before any payment was made to
any financier (debt as well as equity). This is to be compared with the money mobilized from
all financiers (debt as well as equity).
The calculation also has to factor in the tax shield on interest, which can be illustrated through
a simple example:
Suppose a company made Rs. 100 of profit, and tax rate was 30%, the company would pay
Rs. 30 of tax. Profits after tax would be Rs. 100 minus Rs. 30 i.e. Rs. 70.
If the company also had to bear an interest cost of Rs. 10. The revised profit before tax would
be Rs. 90. 30% tax would mean a tax outgo of Rs. 27. Profits after tax would thus be Rs. 90
minus Rs. 27 i.e. Rs. 63.
The interest cost of Rs. 10, lowered the profit by only Rs. 70 minus Rs. 63 i.e. Rs. 7. This is
because the interest cost also reduced the tax to the extent of 30% of the interest cost. This
tax break on the interest is called a tax shield.
Return on Capital Employed a ÷ b % 17.68% 29.48%
a Profits before servicing of financiers c + d - e Rs. Cr. 6,280.15 7,697.63
b Total Sources of Funds B/S Rs. Cr. 35,522.89 26,108.81
c Profit after Tax before Exceptional Items
P&L Rs. Cr. 6,115.39 7,532.79
36
Return on Capital Employed a ÷ b % 17.68% 29.48%
d Interest Cost P&L Rs. Cr. 253.24 250.94
e Tax Shield on Interest Cost d X f Rs. Cr. 88.48 86.10
f Tax Rate g ÷ h % 34.94% 34.31%
g Tax P&L Rs. Cr. 3,284.28 3,934.65
h Profit before tax & exceptional items P&L Rs. Cr. 9,399.67 11,467.44
Mega Corporation’s ROCE has deteriorated quite significantly during 2008-09, largely led by
the lower margins (which in turn were caused by higher material costs).
The ROCE can be compared with other companies in the sector, to see how efficient is the
company in generating a return on the funds it deploys.
Return on Equity (ROE)
ROCE did not make a differentiation based on where the funds came from – debt or equity. It
only looked at how much the business generated on the funds invested.
ROE looks at the return specifically for equity shareholders. Therefore, it looks at the profits
that are left over after the debt financiers are paid their interest cost. This is compared with the
shareholders’ funds in the company (which would include not only the money that investors
brought in as share capital, but also past profits that have been retained in the business)
31-Mar-09 31-Mar-08
Return on Equity a ÷ b % 21.85% 32.66%
a Profit after Tax before
Exceptional Items
P&L Rs. Cr. 6,115.39 7,532.79
b Net Worth c + d Rs. Cr. 27,984.10 23,063.57
c Share Capital B/S Rs. Cr. 4,130.40 4,130.40
d Reserves B/S Rs. Cr. 23,853.70 18,933.17
For the same reasons as ROCE, ROE too has declined in 2008-09. How did the ROCE of
17.68% translate into a higher ROE of 21.85%?
The ROCE, the return that the business inherently generated, was 17.68%. The funds came
from debt and equity.
Debt was serviced through interest payments. During 2008-09, Mega Corporation started with
loans of Rs. 3,045.24crore and ended with loans of Rs. 7,538.79crore. Thus, on an average,
there was a debt outstanding of Rs. 5,292.02crore during the year. On this, the company
paid interest of Rs. 253.24crore. The effective interest rate is Rs. 253.24 ÷ Rs. 5,292.02
i.e. 4.79%.
The company earned 17.68% on the funds deployed, but had to pay only 4.79% interest to
the debt financiers. The excess returns over the interest cost belong to the equity investors.
Thus, the lower cost debt funding helped to boost the ROE of the company. This benefited the
equity shareholders.
37
Based on debt-equity and interest coverage, we saw that Mega Corporation is under-leveraged.
If it had leveraged more i.e. gone for a higher mix of debt in its capital structure, it would have
been able to demonstrate a smarter ROE for its equity investors.
2.3 Sector-Specific Ratios
Professional analysts also apply various sector specific ratios. For example:
2.3.1 Telecom
Telecom analysts consider ARPU viz. Average Revenue per User.
2.3.2 Retail
Analysts in the retail sector compare revenue and profits of companies, by relating them to
the respective companies’ SKU i.e. Stock Keeping Unit.
2.3.3 Software
Software analysts look at the mix of people employed on-site (i.e. client’s offices abroad)
and off-shore (i.e. lower cost offices in India). A higher off-shore mix enhances profitability.
The analysts also consider how the billing rate is moving. Improvement in billing rate means,
either the company is moving up the value chain or its bargaining position is improving, both
of which are positive for the company’s stock.
2.3.4 Banking
Banking analysts view Net Interest Margins (NIM) and Non-Performing Assets (NPAs) as
indicaters of the strength of the core banking business. Capital Adequacy Ratio (CAR) is
another indicater that is tracked to assess how much the balance sheet can grow without a
resource mobilization exercise.
2.3.5 Natural Resources
Natural resources companies (minerals, oil) are valued on the basis of the size of natural
resource reserves they control.
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Chapter 3: Primary Markets Process
The different kinds of securities that a company may issue, and the concept of primary market,
as distinct from secondary market, were discussed in Chapter [1].
3.1 Typical Fund Raising Stages
An entrepreneur having an idea looks for people who will provide the seed capital to help him
take the initial idea forward. Family, relatives, friends, colleagues and former colleagues are
typical seed capital investors, also called angels. They invest on the basis of their comfort
with and confidence in the entrepreneur. Seed capital investors need the clarity that their
investment can be completely written off, if, for any reason, the entrepreneurial idea does not
work out.
Assuming the idea progresses well, the entrepreneur soon needs larger sums of money than
is possible to collect from his immediate circle of family, friends and associates. He needs
venture capital. Venture capital investors are long term investors who are prepared to take
the risk that the entrepreneurial project can fail. However, if it succeeds, they reap profits,
because their investment happens at a low business valuation.
Once the pilot is ready and there is greater clarity on the efficacy of the business model, the
entrepreneur is confident that his idea will work. He now starts thinking of scaling up. In such
a situation, where project risks are less, private equity capital can be attracted. Private equity
investors invest at higher business valuations than the venture capital investors, and invest
with a shorter time horizon. They tend to expect an opportunity to sell their investments in
about 2 years either through a sale to some strategic investor or as part of the IPO of the
company.
Strategic investors are investors who invest in a company because it fits their business strategy.
For example, an automobile company’s investment in one of its auto ancillary suppliers.
Financial investors invest in a company because they see value in it. Angel investors, venture
capital investors and private equity investors are examples of financial investors. They will sell
of their shares at some stage. Thus, their behavior pattern is different from strategic investors,
who are driven by the strategic fit, rather than potential gain on sale of the shares.
An entrepreneur looking for pure funding and the benefit of the investor’s connections will go
for financial investors. If he wants some kind of technical or commercial capabilities too, he
may look for a strategic investor.
3.2 IPO Process
Initial Public Offerings (IPOs) are covered by the Securities & Exchange Board of India (Issue
of Capital & Disclosure Requirements) Regulations, 2009.
39
Companies appoint investment bankers (also called merchant bankers) to assist them in the
IPO process. The investment banker works with the company over several months, preparing
the company for the IPO and then handling the IPO. The responsibilities include conducting
the due diligence on various disclosures in the prospectus, liaise with SEBI and co-ordinate on
all other aspects of the issue.
It is quite common to have a team of investment bankers as issue managers, especially for
large issues. The issue managers sign an inter se agreement that sets out each investment
banker’s role and responsibility. Among them, one is the lead – also called Book Running Lead
Manager. Others are co-Leads, and may also be called Book Running Lead Managers.
Besides the investment banker, some other agencies are appointed by the company. These
are:
• Syndicate Members – Brokers registered with SEBI are appointed to procure bids
(applications) from investors for the IPO.
• Underwriters – Investment Bankers, stock brokers and other SEBI-registered underwriters
are appointed to ensure that the issue amount is mobilized.
Each underwriter indicates an amount that he is underwriting. If the issue does not
receive adequate subscriptions from investors, then the shortfall is to be met by the
underwriters (who have brought in less applications than the amount underwritten by
them).
• Legal adviser – Solicitors, to advise on all legal aspects of the issue, to ensure that all
legalities are complied with and to review the Prospectus of the issue
• Credit Rating Agency – to grade the IPO.
An independent and unbiased grading of the IPO is compulsory
• Depository – to demat the shares of the company.
Though investors have the option of asking for physical shares, it is compulsory for
companies coming out with an IPO to offer demat facility
• Registrar & Transfer Agent (RTA) – to process investors’ applications and handle the
allotment and refunds
The company, Depository and RTA enter into a tripartite agreement for their respective
responsibilities. It is pertinent to note that while the RTA operationalizes the allotment
(based on which investors know how many shares they have been allotted), the relevant
shares will need to be dematerialized with the depository, who will credit the demat
shares to the investor’s account (maintained with his depository participant).
• Bankers to the issue – to collect forms and relevant payment instruments
Some of the issues that are part of the IPO process are as follows:
40
• Deciding on the Resource Mobilisation Program, Capital Structure, Business Valuation
and Dilution Level. This is a key area where the investment banker advises the company
and its promoters. Some of the dynamics involved are:
o The resources mobilized should be adequate for the company’s medium term
plans.
o Capital structure needs to be appropriate for the company, given its business
exigencies, risks and long term plans.
o Higher the business valuation, lesser would be the dilution required (i.e. stake that
needs to be offered to the public) for meeting the resource mobilization target.
For example, if the company is valued at Rs. 2,000 crores, and it wants to come
to the market for Rs. 200 crores, then only about 10% of the share capital needs
to be offered to the public. But, for the same requirement of funds, if the business
valuation is only Rs. 1,000 crores, then about 20% of the share capital will need to
be offered to the public.
Higher the dilution, lesser the equity control that the promoter would have over the
company.
o Higher the business valuation, lesser the profits than investors in the IPO will earn,
when they sell their shares in the stock exchange. Therefore, too high a business
valuation would make it difficult for the investment banker to sell the issue.
• SEBI has laid down strict regulations regarding eligibility of companies to tap the IPO
market and reservations for various classes of investors. Similarly, there are various
requirements that the company has to fulfill on an ongoing basis, once its shares are
listed.
The investment banker hand-holds the company over several months, in order to ensure
that the company can stand the public scrutiny that is incidental to the IPO process and
listing.
• As regards pricing, two options are available:
o Fixed price issue – here the investor knows at the time of investment, the exact price
at which the shares are being offered. So the investor only indicates the number of
shares in his application.
If the applications for shares are more than the issue size, then a basis of allotment
is decided in consultation with the stock exchange. Accordingly, the investor may be
allotted all the shares he applied for, or some of the shares he applied for, or none
of the shares he applied for.
o Book built issue – here the investors know a price band, say Rs. 100 to Rs. 120, at
the time of investment. The lower end of the band is called floor; the higher end is
the cap. The cap cannot be more than 1.2 times the floor.
41
Within this price band, investors have to bid for the shares i.e. indicate the number
of shares that they are prepared to buy at various prices.
The issue book is built as a compilation of such bids received from investors. Depending
on the depth of bids received, the investment banker together with the company will
decide the cut-off price. The process is called price discovery process.
All bids to buy the shares below the cut-off price are rejected. Allotment for other bids
is done as per a basis of allotment that is finalized along with the stock exchange.
• The prospectus is a key document that has details of the company, its background,
promoters, directors and management, company’s financials, plans, objects of the issue
etc. The prospectus is prepared by the lead manager and reviewed by the legal adviser
before it is submitted to SEBI for vetting.
In a book-built issue, the prospectus evolves through three forms:
o Draft Red Herring Prospectus (DRHP) – This has all the statutory details other than
the price of the issue and issue period. It is submitted to SEBI for vetting
o Red Herring Prospectus (RHP) – The price band and the issue period are added to
the prospectus that has been vetted by SEBI. This is submitted to the ROC.
o Prospectus – The final price (instead of price band) is incorporated in the RHP after
the issue is closed and price discovery process is completed.
• The company also needs to sign a listing agreement with the stock exchanges where it
proposes to list its shares. These are mentioned in the Prospectus.
• Around the issue opening date, the investment bankers arrange conferences for brokers
and the press. The conferences are not only publicity events, but also a forum for the
brokers / press to meet the company’s management and seek clarifications on their
plans.
• Based on the advertising and publicity campaign, and the efforts of syndicate members,
investors apply in the IPO. Applications / bids are accepted until the issue closure date.
• Applications are tabulated by the RTA, who also reconciles the balances with the bankers
to the issue.
• The company and the lead managers decide on the allotment price. The basis of allotment
is decided in consultation with the lead stock exchange.
• The RTA operationalizes the allotment, based on the basis finalized with the stock
exchange. Accordingly,
o A list of allottees and the number of shares allotted to each, is prepared and sent
to the depository, who credits the shares to each allottee’s demat account with his
respective depository participant.
o For applications made under ASBA, the registrar processes requests for banks to
release blocked amounts as per the allotments made on those applications.
42
o For other applications where partial allotments are made, the registrar processes
refund instructions.
• The lead manager intimates SEBI and the Stock Exchanges regarding completion of the
various formalities.
• The stock exchange sets a date for commencement of trading. The first day of trading
has become a ceremonial affair, where the company’s management or any of its brand
ambassadors rings the opening bell in the exchange. With this, trading in the company’s
shares commences.
3.3 Why IPO?
Until the IPO stage, there is no transparent price for the company’s shares. Once the IPO is
concluded and the shares start trading in the stock exchange, the price of its shares can be
watched in the market.
The price of its share multiplied by the total number of shares issued i.e. market capitalization
is an indicater of the value of the company in the stock exchange.
Listing gives companies a certain visibility and brand positioning. Besides, companies which
are traded in the stock exchange are perceived as large companies with transparent business
operations adhering to corporate governance standards. They also tend to be better supervised
by the regulators, and closely monitored by investors and the market, in general.
The ultimate aspiration of most entrepreneurs is therefore to take their company public. But,
the path from idea to IPO can be a long one with its own twists and turns. Besides business
skills of the entrepreneurial team, grit and luck too have a role, in taking the company to the
public.
43
Chapter 4: Membership On Exchanges
4.1 Stock Broker
A stock broker is an intermediary who arranges to buy and sell securities on the behalf of
clients (the buyer and the seller).
According to SEBI (Stock Brokers and Sub-Brokers) Regulations, 1992, a stockbroker is
member of a stock exchange and is required to hold a certificate of registration from SEBI in
order to buy, sell or deal in securities.
4.2 Trading Members
Stockbrokers need to become Trading Members (TM) of NSE in order to help their clients
to trade using the NSE platform. Trading members of NSE have certain benefits, which
includes:
(a) Access to a nation-wide trading facility for equities, derivatives, debt and hybrid
instruments / products;
(b) Ability to provide a fair, efficient and transparent securities market to the investors;
(c) Use of state-of-the-art electronic trading systems and technology;
(d) Dealing with an organisation which follows strict standards for trading & settlement at
par with those available at the top international bourses, and constantly strives to move
towards a global marketplace in the securities industry.
4.3 Clearing Members
As see in Chapter 1, the National Securities Clearing Corporation Ltd (NSCCL) handles the
settlement of trades that are executed the NSE. They do this through clearing members.
A trading member may choose to become a clearing member.
Self Clearing Members clear and settle the trades executed by them only, either on their
account or on account of their clients.
Trading Members cum Clearing Members can clear and settle their own trades as well as
trades of other trading members.
Professional Clearing Members do not trade but only clear and settle trades executed by other
trading members (TMs).
44
4.4 Membership Norms
Table 4.1: Eligibility Criteria for Membership-Corporates (Amount in Rs. Lakh)
Particulars/ Segments CM CM and F&O WDM CM and
WDMCM,WDM and
F&OMinimum Paid-up capital
30 30 30 30 30
Net Worth 100 100
(Membership in CM segment andTrading/Trading and self clearing membership in F&O segment)
300
(Membership in CM segment and Trading and Clearing membership in F&O segment)
200 200 200
(Membership in WDM segment,CM segment andTrading/Trading and Self Clearing membership in F&O segment)
300
(Membership in WDM segment, CM segment andTrading and Clearing membership in F&O segment)
Interest Free Security Deposit with NSEIL
85 110 150 235 260
Interest Free Security Deposit with NSCCL
15 15 * NIL 15 15 *
Collateral Security Deposit with NSCCL
25 25** NIL 25 25**
Annual Subscription
1 1 1 2 2
Advance Minimum Transaction Charges for Futures Segment
NIL 1 NIL NIL 1
Education Two directors should be HSC.Dealers should also have passed approved certification
Two directors should be HSC.Dealers should also have passed approved certifications
Two directors should be HSC.Dealers should also have passed approved certification
Two directors should be HSC.Dealers should also have passed approved certifications
Two directors should be HSC.Dealers should also have passed approved certifications
Experience ---------------Two years of experience in securities market-----------------------
*Additional IFSD of 25 lakhs with NSCCL is required for Trading and Clearing (TM-CM) and for Trading and Self clearing member (TM/SCM).
** Additional Collateral Security Deposit (CSD) of 25 lakhs with NSCCL is required for Trading and Clearing (TM-CM) and for Trading and Self clearing member (TM/SCM).
45
In addition, a member clearing for others is required to bring in IFSD of Rs. 2 lakh and CSD
of Rs. 8 lakh per trading member he undertakes to clear in the F&O segment.
Persons or Institutions desirous of securing admission as trading members of NSE, may apply
for membership for any one of the following segment groups:
(a) Wholesale Debt Market (WDM) Segment
(b) Capital Market (CM) segment
(c) Capital Market (CM) and Wholesale Debt Market (WDM) segment
(d) Capital Market (CM) and Futures & Options (F&O) segment
(e) Capital Market (CM), Futures & Options (F&O) segment and Wholesale Debt Market
(WDM) segment
(f) Currency Derivatives (CD) segment with or without the above mentioned segments.
(g) Clearing Membership of National Securities Clearing Corporation Ltd. (NSCCL)
Trading members registered in F&O segment and CD segment are eligible to trade in the
interest rate futures market.
The requirements for members who are corporates are summarized in Table 4.1.
The requirements for members who are individuals or partnerships are summarized in
Table 4.2.
The net worth of the member, is to be calculated as a summation of Capital and free reserves
less non allowable assets. Non allowable assets include fixed assets, pledged securities,
member’s card, non-allowable securities (unlisted securities), bad deliveries, doubtful debts
and advances, prepaid expenses, intangible assets and 30% marketable securities.
Deposit requirements are of two types i.e. Interest Free Security Deposit (IFSD) and Collateral
Security Deposit (CSD). IFSD has to be in liquid cash while CSD can be in cash or non-cash
form. Cash component means cash, bank guarantees, fixed deposit receipts, units of money
market mutual fund and gilt funds and any other form of collateral as may be prescribed from
time to time. Non-cash component means all other forms of collateral deposits like deposit of
approved list of demat securities and units of the other mutual funds and any other form of
collateral as may be prescribed from time to time.
Net worth requirement for Professional Clearing members in F&O segment is Rs. 300 lakhs.
Further, a Professional Clearing member needs to bring Interest Free Security Deposit (IFSD)
of Rs. 25 lakhs with NSCCL and Collateral Security Deposit (CSD) of Rs. 25 lakh with NSCCL
as deposits.
46
Table 4.2: Eligibility Criteria for Membership- Individuals/ Partnership Firms
(Amount in Rs. lakh)
Particulars CM CM and F&O WDMCM and
WDM
CM,WDM and
F&ONet Worth 75 75 (Membership in CM
segment and Trading
membership in F&O
segment)
100 (Membership
in CM segment and
Trading and Self
clearing membership
in the F&O segment)
300 (Membership
in CM segment and
Trading and Clearing
membership in F&O
segment)
200 200 200 (Membership
in WDM segment,
CM segment and
Trading/Trading
and Self Clearing
membership in F&O
segment)
300 (Membership in
WDM segment,CM
segment
and Trading
and clearing
membership on
F&O segment)Interest Free
Security Deposit
(IFSD) with
NSEIL
26.5 51.5 150 176.5 201.5
Interest Free
Security Deposit
(IFSD) with
NSCCL
6 6 * NIL 6 6*
Collateral
Security Deposit
(CSD) with
NSCCL
17.5 17.5 ** NIL 17.5 17.5 **
Annual
Subscription0.5 0.5 1 1.5 1.5
Advance Minimum
Transaction
Charges for
Futures Segment
NIL 1 NIL NIL 1
*Additional IFSD of 25 lakh with NSCCL is required for Trading and Clearing Members (TM-CM) and for
Trading and Self clearing member (TM/SCM).
** Additional Collateral Security Deposit (CSD) of 25 lakh with NSCCL is required for Trading and
Clearing (TM-CM) and for Trading and Self clearing member (TM/SCM).
47
In addition to the eligibility criterion, there are certain professional requirements for clearing
membership as described in Table 4.3.
Table 4.3: Requirements for Professional Clearing Membership
(Amount in Rs. lakh)
Particulars CM Segment F&O Segment CM and F&O Segment
EligibilityTrading Member of NSE/SEBI Registered Custodians/
Recognised Banks
Net Worth 300 300 300
Interest Free Security
Deposit (IFSD) *25 25 34
Collateral Security Deposit
(CSD)25 25 50
Annual Subscription 2.5 Nil 2.5
*The Professional Clearing Member (PCM) is required to bring in IFSD of Rs. 2 lakh and CSD
of Rs. 8 lakh per trading member whose trades he undertakes to clear in the F&O segment
and IFSD of Rs. 6 lakh and CSD of Rs. 17.5 lakh (Rs. 9 lakh and Rs. 25 lakh respectively for
corporate Members) per trading member in the CM segment.
The following Table 4.4 provides the eligibility criterion for trading membership and clearing
membership for currency derivatives.
Table 4.4: Currency Derivatives- Corporates, Individuals and Firms
(Amount in Rs. Lakh)
Particulars NSE Members NCDEX Members New Applicants
Trading
Member-
ship
Trading
cum
Clearing
Member-
ship
Trading
Member-
ship
Trading
cum
Clearing
Member-
ship
Trading
Member-
ship
Trading
cum
Clearing
Member-
ship
Profes-
sional
Clearing
Member-
ship
Networth 100 1000 100 1000 100 1000 1000
Interest Free
Security Deposit
with NSEIL
2 2 2 2 2 2 -
Collateral
Security Deposit
with NSEIL
8 8 10.5 13 13 18 -
Interest Free
Security Deposit
with NSCCL
- 25 - 25 - 25 25
Collateral
Security Deposit
with NSCCL
- 25 - 25 - 25 25
48
Table 4.4: Currency Derivatives- Corporates, Individuals and Firms
(Amount in Rs. Lakh)
Particulars NSE Members NCDEX Members New Applicants
Education Two directors should be HSC. Dealers should also have passed SEBI
approved National Institute of Securities Markets (NISM) Series I –
Currency Derivatives Certification Examination
Experience -------------------------------------------------- Two years of experience in
securities market-----------------------
Track Record The Directors should not be defaulters on any stock exchange. They
must not be debarred by SEBI for being associated with capital market
as intermediaries. They must be engaged solely in the business of
securities and must not be engaged in any fund-based activity.
In addition to the individuals, corporates and partnership firms, Banks are authorized by the
Reserve Bank of India under section 10 of the Foreign Exchange Management Act, 1999 as ‘AD
Category - I bank’ to become trading and clearing members of the currency futures market of
the recognized stock exchanges, on their own account and on behalf of their clients, subject
to minimum prudential requirements of minimum net worth of Rs. 500 crores, minimum CRAR
of 10 per cent, net NPA not exceeding 3 per cent and net profit should have been made for
last 3 years.
The AD Category - I banks which fulfill the prudential requirements are required to lay down
detailed guidelines with the approval of their Boards for trading and clearing of currency
futures contracts and management of risks. AD Category - I banks which do not meet the
above minimum prudential requirements and AD Category - I banks which are Urban Co-
operative banks or State Co-operative banks can participate in the currency futures market
only as clients, subject to approval therefor, from the respective regulatory Departments of
the Reserve Bank.
4.5 Trading Membership – Admission Procedure
Admission is a two-stage process. Applicants are required to go through an examination (a
module of NCFM). This is followed by an interview with the Membership Recommendation
committee.
At any point of time the applicant has to ensure that at least the sole proprietor/one of the
designated partner/one of the designated director/compliance officer should have a valid
certificate for at least one of the following NCFM Modules:
(a) Securities Market (Basic) Module
(b) Compliance Officer (Broker) Module
(c) Capital Market (Dealers) Module
49
(d) Derivatives Market (Dealers) Module
The admission procedure for new membership is depicted in figure 4.1.
Applicants are required to submit application form, in the prescribed format along with other
relevant documents to the exchange.
The application for new membership is then forwarded to Membership Recommendation
Committee. The Membership Recommendation Committee (MRC) consists of seven persons from
various disciplines. The MRC conducts interviews of the applicants for trading membership. In
case of corporates, the dominant shareholder and designated directors; in case of individuals,
the individual himself and in case of partnership firms – two designated partners have to appear
for the interview. The purpose of the interview is to acquire information about their capability
& commitment to carry on stock broking activities, financial standing and integrity.
Figure 4.1: Admission procedure for new membership at NSE
The MRC recommends the names for admission of trading members to the Membership Approval
Committee (Sub-committee of Board of Directors)/Board of directors of the exchange.
The Board of Directors after taking into consideration the recommendations of the MRC either
approves or rejects the applications.
On getting approval from the Board, an admission on a provisional basis is provided to the
applicant subject to certain conditions like registration with SEBI, submission of relevant fees/
50
deposits and documents. The requirements to be complied with by the trading member for
forwarding their application to SEBI are also specified.
The applicant then has to remit the prescribed membership deposits (as required by the
demand advice attached to the provisional offer letter) within the time frame prescribed in
the demand advice attached to the provisional offer letter. Then the documents are submitted
to SEBI.
After satisfying itself as to compliance with respect to all the prescribed norms, SEBI grants a
Registration Certificate in the name of the applicant.
Besides SEBI Registration, payment of fees/deposits and submission of relevant documents,
the trading member has to satisfy all the formalities and requirements stipulated by the
Exchange and NSCCL.
The dealers on CM segment are then required to clear the Capital Market (Dealers) Module
of NCFM; dealers on Futures & Options Segment are required to clear the Derivatives Market
(Dealers) Module of NCFM and dealers on Currency Derivatives segment are required to clear
NISM (National Institute of Securities Market) Series I - Currency Derivatives Certification
Examination. This is a pre-requisite without which user-ids are not issued.
After ensuring that all the formalities and requirements are complied, the Trading Member is
enabled to trade on the NEAT system.
A trading member is fully responsible for the acts and omissions of its partners, authorised
officials, attorneys, agents, authorised representatives and employees. If any such act, which
is against the relevant rules and regulations, is committed or omitted by them, then the
trading member is liable to the same penalty and to the same extent, as if that act or omission
been done or omitted by itself.
4.6 Trading Membership – Surrender Procedure
Trading members can apply for surrender of their trading membership once admitted to the
Exchange. This is permitted by the Exchange after certain conditions are fulfillled by the
member, such as, clearing off all the dues to the Exchange and NSCCL, notifying all other TMs
of the approval of surrender, obtaining ‘No dues’ certificate from SEBI, issuance of a public
notification in leading dailies etc. The deposits of the trading members would be released by
the Exchange/NSCCL after a prescribed lock-in period. There is, however, no lock-in period
applicable in case of trading member, who is,
(a) Not SEBI registered
(b) SEBI registered but not enabled
(c) SEBI registered and enabled but not traded at all
51
Details of the norms and procedures related to the surrender of membership to the Exchange
are prescribed as below:
(a) A trading member desirous of surrendering its membership of the Exchange is required
to send its request in writing in the prescribed format.
(b) Before submission of an application for surrender of membership, the trading member is
required to comply with all the pre-requisites for application of surrender in the prescribed
format. Special cases are those for application for surrender of membership from a
trading member,
(i) who has been suspended/ disciplinary action taken by the Exchange /SEBI
(ii) in respect of whom any investigation/ action consequent to a default has been
initiated by the Exchange /SEBI,
(iii) who falls within the category of ‘associates’ as defined by SEBI,
(iv) who owes dues to the Exchange/ NSCCL,
(v) against whom claims by investors of value of Rs. 10 lakh or more are pending or
any claim for any amount is pending for a period more than 6 months,
(vi) against whom any other claim /complaint is pending which, in the opinion of the
Exchange/ NSCCL, needs to be resolved by the concerned trading member,
(vii) whose turnover fees liability to SEBI is still outstanding,
The Exchange has absolute discretion in dealing with such applications and if it
decides to process/accept the surrender application of such trading member, it may
impose additional terms and conditions as it may deem fit.
(c) No trading member, who has surrendered its trading membership, their partners (in case
of partnership firm) and/ or dominant shareholders (in case of corporates) is eligible to be
re-admitted to the trading membership of the Exchange in any form for a period of one
year from the date of cessation of trading membership (i.e. from the date of cancellation
of registration from SEBI).
(d) The application of surrender of trading membership is subject to fulfillment of certain
conditions, such as submission of original SEBI registration certificate(s) on all segments
on which the trading member is registered; submission of sub-broker registration
certificate(s) of all the sub-brokers associated with the trading member for onward
transmission to the SEBI for cancellation etc.
(e) The trading member should request the Exchange through their surrender application
to dismantle and recover all the leased line(s)/ VSAT(s) and other equipments given to
them at their dealing offices.
(f) A notice to public by way of a public notification in newspapers should be made by the
52
Exchange and certain time (from the date of public notification) is given to investors,
public, etc. to lodge claims against the surrendering trading member.
(g) A letter is also sent to SEBI seeking pending dues, if any, from member.
(h) On the expiry of period for receipt of investor claims and on receipt of intimation of
dues amount, if any, from SEBI, the total amount payable by the member should be
appropriated against trading member’s deposits available with the Exchange / NSCCL and
the trading member will be intimated accordingly. In case the amount payable exceeds
the deposits, the trading Member would be intimated to bring in the requisite amount
within 21 days of intimation. Upon the failure of the member to do so within 21 days of
intimation, the case shall be referred to the relevant authority for further action.
4.7 Trading Membership – Suspension & Expulsion
The Exchange may expel or suspend, fine under censure, warn, withdraw any of the membership
rights of a trading member, if it is guilty of contravention, non-compliance, disobedience,
disregard or evasion of any of the bye-laws, rules and regulations of the Exchange, or of any
resolutions, orders, notices, directions or decisions or rulings of the Exchange or the relevant
authority.
4.7.1 Suspension of Membership - Grounds
The following are some grounds for suspension or expulsion of membership:
(i) Misconduct
A trading member is deemed guilty of misconduct for any of the following or similar
acts or omissions namely:
(a) Fraud or fraudulent act or if convicted of a criminal offence.
(b) Violation of the provisions of any statute governing the activities, business and
operations of the Exchange.
(c) Improper conduct.
(d) Failure to submit to or abide by arbitration.
(e) Failure to testify or give information sought by the Exchange or any committee
or any other person authorized on that behalf.
(f) Failure to submit special returns in such form as the relevant authority may
from time to time prescribe.
(g) Failure to submit audited accounts.
(h) Failure to compare or submit accounts with defaulter.
(i) Failure to submit or make any false or misleading returns.
(j) Make vexatious, malicious or frivolous complaints.
(k) Failure to pay subscription fee, arbitration charges etc.
53
(ii) Un-businesslike conduct
A trading member is deemed guilty of un-businesslike conduct for any of the following
or similar acts or omissions namely:
(a) Transaction or business dealings in fictitious names.
(b) Circulation of rumours.
(c) Any unfair dealing in securities which does not reflect the true market values.
(d) Market manipulation and rigging.
(e) Unwarrantable business which affects purchases or sales for its account or any
account related to the trading member.
(f) If a trading member accepts less than a full and bona fide money payment in
settlement of a debt due by another trading member arising out of a transaction
in securities.
(g) Dishonoured cheque.
(h) Failure to carry out transactions with constituents.
(iii) Unprofessional conduct
A trading member is deemed guilty of unprofessional conduct for any of the following
or similar acts or omissions namely:
(a) Business in securities in which dealings are not permitted
(b) Business for defaulting constituent who failed to carry out engagements relating
to securities and is in default to another trading member
(c) Transacts in business with an insolvent without obtaining the consent of the
relevant authority even if the individual has obtained his final discharge from
an insolvency court
(d) Carrying out his business during his suspension period
(e) Business with suspended, expelled and defaulter trading members
(f) Business for employees of other trading members
(g) Business for Exchange employees if it makes a speculative transaction in which
an employee of the Exchange is directly or indirectly interested
(h) If it advertises for business purposes or issues regularly circular or other business
communications to persons other than its own constituents, trading members
of the Exchange, banks and joint stock companies or publishes pamphlets,
circular or any other literature or report or information relating to the stock
markets with its name attached
(i) Evasion of margin requirements
(j) Evasion of brokerage charges
(k) Dealings with entities prohibited by SEBI to buy or sell or deal in securities
market
54
4.7.2 Suspension of Business - Grounds
The Exchange can suspend the business of a trading member when it fails to provide the
margin deposit and/or meets capital adequacy norms as provided in the Bye Laws, Rules and
Regulations. The trading member shall remain suspended until he furnishes the necessary
margin deposit or meet the capital adequacy requirements.
Further, the following are some grounds for suspension of business of the Trading Member, in
part or whole:
(i) Prejudicial business
When the relevant authority finds that the trading member conducts business in a
manner prejudicial to the Exchange by making purchases or sales of securities or offers
to purchase or sell securities for the purpose of upsetting equilibrium of the market or
bringing about a condition of demoralisation in which prices will not fairly reflect market
values, or
(ii) Unwarrantable business
When in the opinion of the relevant authority the trading member engages in unwarrantable
business or effects purchases or sales for its constituent’s account or for any account in
which it is directly or indirectly interested which purchases or sales are excessive in view
of its constituent’s or its own means and financial resources or in view of the market for
such security, or
(iii) Unsatisfactory financial condition
When the relevant authority finds that the trading member is in a bad financial condition
and it cannot be permitted to do business with safety to its creditors or the Exchange.
The suspension of business as above shall continue until the trading member has been
allowed by the relevant authority to resume business. This may be done on its paying
such deposit or on its doing such act or providing such thing as the relevant authority
may require.
According to SEBI (Stock Brokers and Sub-Brokers) Regulations, 1992, a stockbroker
is member of a stock exchange and is required to hold a certificate of registration from
SEBI in order to buy, sell or deal in securities.
4.7.3 Suspension - Consequences
The suspension of a trading member has the following consequences:
(a) Suspension of membership rights
The suspended trading member shall, during the term of its suspension, be deprived
of and excluded from all the rights and privileges of membership. This shall also
include the right to attend or vote at any meeting of the general body of trading
members of the relevant segment.
55
(b) Rights of creditors unimpaired
The suspension does not affect the rights of the trading members who are creditors
of the suspended trading member.
(c) Fulfillment of contracts
The suspended trading members are bound to fulfill contracts outstanding at the
time of its suspension.
(d) Further business prohibited
The suspended trading member should not, during the terms of its suspension,
make any trade or transact any business with or through a trading member. With
the permission of the relevant authority, however it can close the transactions
outstanding at the time of its suspension.
(e) Trading members not to deal with suspended trading member
No trading member is allowed to transact business with a suspended trading member
during the terms of its suspension, except with the prior permission of the relevant
authority.
4.7.4 Expulsion - Consequences
The expulsion of a trading member has the following consequences:
(a) Trading membership rights forfeited
The expelled trading member shall forfeit to the Exchange its right of trading
membership and all rights and privileges as a trading member of the Exchange
including any right to the use of or any claim upon or any interest in any property or
funds of the Exchange. But any liability of any such trading member to the Exchange
or to any trading member of the Exchange shall continue and remain unaffected by
its expulsion.
(b) Office vacated
The expulsion would create a vacancy in any office or position held by the expelled
trading member.
(c) Rights of creditors unimpaired
The expulsion does not affect the rights of the trading members, who are creditors
of the expelled trading member.
(d) Fulfillment of contracts
The expelled trading members are bound to fulfill transactions outstanding at the
time of his expulsion and it may with the permission of the relevant authority close
such outstanding transactions with or through a trading member.
(e) Trading members not to deal with expelled trading member
No trading member is allowed to transact business for or with or share brokerage
56
with the expelled trading member except with the previous permission of the relevant
authority.
(f) Consequences of declaration of defaulter to follow
The provisions of pertaining to default and Protection Fund mentioned in the byelaws
become applicable to the trading member expelled from the Exchange as if such
trading member has been declared a defaulter.
4.7.5 Declaration of Defaulter
A trading member may be declared a defaulter by direction /circular/notification of the relevant
authority of the trading segment if:
(a) he is unable to fulfill his obligations; or
(b) he admits or discloses his inability to fulfill or discharge his duties, obligations and
liabilities; or
(c) he fails or is unable to pay within the specified time the damages and the money
difference due on a closing-out effected against him under the bye laws, rules and
regulations; or
(d) he fails to pay any sum due to the Exchange or to submit or deliver to the Exchange
on the due date, delivery and receive orders, statement of differences and securities,
balance sheet and such other clearing forms and other statements as the relevant
authority may from time to time prescribe; or
(e) if he fails to pay or deliver to the defaulters’ committee all monies, securities and
other assets due to a trading member who has been declared a defaulter within such
time of the declaration of default of such trading member as the relevant authority
may direct; or
(f) if he fails to abide by the arbitration proceedings as laid down under the bye laws,
rules and regulations.
Besides, if a trading member is either expelled or declared a defaulter by any other
recognised stock exchange on which he is a member, or if the registration certificate
is cancelled by SEBI, then the said trading member is expelled from the Exchange.
4.8 Authorised Persons
Trading members of the Exchange can appoint authorised persons in the Futures & Options and
Currency Derivatives Segments. Authorised persons can be individuals, registered partnership
firms, bodies corporate or companies defined under the Companies Act, 1956. An authorised
person introduces clients to the trading member and receives remuneration/ commission/
compensation from the trading member and not from the clients.
The clients introduced by the authorised person should have a direct relationship with
57
the trading member i.e. the member-constituent agreement, know your client forms, risk
disclosure document, etc. are executed directly between the client and the trading member.
The authorised person is not allowed to have any trading relationship with the clients. The
trading member should issue the contract notes and bills directly to the client i.e. the authorized
person should not issue contract notes, confirmation memo and/or bills in their name.
The clients introduced by the authorised person are required to deliver securities and make
payments directly in the trade name of the trading member (as appearing on the SEBI
registration certificate). Similarly, the trading member should deliver securities and make
payments directly in the name of the clients.
4.9 Sub-brokers
The Trading Members of the Exchange may appoint sub-brokers to act as agents of the
concerned Trading Member for assisting investors in buying, selling or dealing in securities. A
sub-broker is an important intermediary between the Trading Member and the client.
A sub-broker may be an individual, a partnership firm or a corporate. The applicant (in case
of individual), directors (in case of corporate) or partners (in case of partnership firm) need
to comply with the following requirements:
(a) They should not be less than 21 years of age;
(b) They should not have been convicted of any offence involving fraud or dishonesty;
(c) They should have at least passed 12th standard equivalent examination from an
institution recognized by the Government;
(d) They should not have been debarred by SEBI
Sub-brokers are affiliated to the Trading Members, and are required to be registered with SEBI.
A sub-broker is allowed to be associated with only one Trading Member of the Exchange.
The sub-broker is required to adhere to NSE’s ‘Know your Clients’ (KYC) requirements. The
Trading Member has to ensure the settlement of all its deals, even if the deals may have
originated from its sub-broker.
In case the Trading Member or a sub-broker intends to cancel the registration as a sub-broker,
the sub-broker is required to submit the original SEBI Registration certificate through their
affiliated Trading Member. While applying for cancellation of registration, the affiliated Trading
Member needs to give a public notification to this effect.
4.10 Broker-Client Relationship
4.10.1 Client Registration Documents
The Trading Member is required to enter into an agreement in the specified format provided
by NSE with the client before accepting orders on latter’s behalf. The agreement is executed
on non-judicial stamp paper of adequate value, duly signed by both the parties on all the
58
pages. Copy of the agreement has to be kept with the TM permanently. The agreement should
contain all the clauses mentioned in Uniform Documentary Requirement (UDR). Stock broker
may incorporate any additional clauses in these documents provided these are not in conflict
with any of the clauses in the model document, and also the rules, regulations, articles,
byelaws, circulars, directives and guidelines. There should be segregation of mandatory and
voluntary documents/clauses pertaining to client registration in separate docket (compilation
of documents). In case of internet trading, in addition to clauses mentioned in UDR, the client
has to mention clauses pertaining to internet trading.
Under “Know Your Client (KYC)” requirements, the Trading Member should seek information
such as investor risk profile, financial profile, investor identification details, address details,
income, PAN number, employment, age, investments experience and trading preference.
The Trading Member has to obtain a recent passport size photograph (photographs of partners/
whole time directors, individual promoters holding 5% or more, either directly or indirectly, in
the shareholding of the company and of persons authorized to deal in securities, and of each
of their clients in case of individual clients).
The Trading Member should also take proof of identification and address of the client. In-
person verification should be done by the trading member’s staff. Name & signature of the
person doing the in-person verification, together with the stamp of Trading Member should be
on the KYC form.
Under Member Constituent Agreement (MCA), trading members are required to make the
constituent/clients aware of
(a) trading segment to which the Trading Member is admitted,
(b) particulars of SEBI registration number,
(c) employee primarily responsible for the constituent’s affairs,
(d) the precise nature of the trading member’s liability for business to be conducted,
(e) basic risks involved in trading on the Exchange (equity and other instruments)
including any limitations on the liability and the capacity in which the trading member
acts.
In order to assess the risk involved in trading, the Trading Member is required to issue Risk
Disclosure Document (RDD) in such format, as may be prescribed by the Exchange from time
to time, and should obtain the same from his constituents, duly signed.
Execution of client registration form, MCA and RDD is optional in case of institutional clients.
A stock-broker should not deal knowingly, directly or indirectly, with a client who defaults to
another stock-broker. There is no limit on the number of clients for a TM.
Copy of the client registration documents is required to be sent to the clients. Trading member
must ensure periodic review of client’s financial information & client database.
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4.10.2 Unique Client Code (UCC)
SEBI has made it mandatory for all Trading Members/ brokers to use unique client codes for
all clients. Brokers are required to collect and maintain the Permanent Account Number (PAN)
allotted by Income Tax Department for all their clients.
Brokers should verify the documents with respect to the UCC and retain a copy of the document.
They are also required to provide the PAN and UCC of their clients to the stock exchanges/
clearing corporations and have these details updated before placing orders for the clients.
The stock exchanges are also required to maintain a database of client details submitted by
brokers.
4.10.3 Client Margins
Members should have a prudent system of risk management to protect themselves from client
default. Margins are an important element of such a system. The policy of risk management
addressing the margin requirements should be well documented and be made accessible to
the clients and the stock exchanges.
In capital market segment, however, the quantum of these margins, the form and the mode of
collection are left to the discretion of the members. The margin so collected is kept separately
in the client bank account/ client beneficiary account. In case of default, they are utilized for
making payment to the clearing corporation for margin and settlement with respect to that
client.
4.10.4 Execution of Orders
Where the constituent requires an order to be placed, or any of his order to be modified or
cancelled after the order has entered the system but has not been traded, the Trading Member
may, if it so desires, ask for the instruction in writing. The Trading Member should accordingly
provide the constituent with the relevant order confirmation/ modification / cancellation slip
or copy thereof.
Similarly, the Trading Member may, if it so desires, obtain in writing, the delivery and payment
requirement in any instructions of an order that it receives from the constituent.
Where a trading member receives a request for order modification or order cancellation from
the constituent, it should duly bring it to their notice that if the total order results in a trade
in the meantime, the requests for modification or cancellation cannot be executed.
4.10.5 Contract Note
Contract note is a confirmation of trade(s) done on a particular day for and on behalf of a
client.
A stock-broker should issue a contract note to his clients for trades (purchase/ sale of
securities). The contract note should contain name and address (registered office address
as well as dealing office address) of the Trading Member, the SEBI registration number of
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the Trading Member, details of trade viz. order number, trade number, order time, trade
time, security name, quantity, trade price, brokerage, settlement number and details of other
levies.
The Trading Member is required to preserve the duplicate copy of the contract notes issued
for a minimum of five years. The TM should ensure that:
(a) Contract note is issued to a client within 24 hours and should be signed by the trading
member or by an authorized signatory trading member;
(b) Contract notes are in the prescribed format;
(c) Stamp duty is paid;
(d) All statutory levies are shown separately in the contract note.
4.10.6 Payments / Deliveries of Securities
Every Trading Member should make payments to his clients or deliver the securities purchased
within one working day of pay-out unless the client has requested otherwise.
4.10.7 Brokerage
The maximum brokerage chargeable by the Trading Member in respect of trades effected in
the securities admitted to dealing on the CM segment of the Exchange is fixed at 2.5% of
the contract price, exclusive of statutory levies. This maximum brokerage is inclusive of sub-
brokerage.
The brokerage should be indicated separately from the price, in the contract note. The TM
may not share brokerage with a person who is a TM or in employment of another TM.
Example:
If a client has sold 10,000 shares of a scrip @ Rs. 50, what is the maximum brokerage that
the client can be charged?
Maximum brokerage = brokerage rate*value of the transaction
= 2.5 %*( 10000 shares*Rs. 50)
= Rs. 12,500
4.10.8 Segregation of Bank Accounts
The Trading Member should maintain separate bank accounts for the client’s funds and the
member’s own funds.
Funds should be transferred from the client account to the clearing account for the purpose of
funds pay-in obligations on behalf of the clients and vice-versa in case of funds pay-out.
No payment for a transaction in which the Trading Member is taking position as a principal, is
allowed to be made from the client’s account.
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4.10.9 Segregation of Demat (beneficiary) Accounts
The Trading Members should keep the dematerialised securities of constituents in a separate
beneficiary account, distinct from the beneficiary account maintained for holding their own
dematerialised securities.
No delivery towards the own transactions of the Trading Members is allowed to be made from
the account meant for constituents. For this purpose, every Trading Member is required to
open a beneficiary account in the name of the Trading Member exclusively for the securities
of the constituents (to be referred to as “constituents’ beneficiary account”).
A trading member may keep one consolidated constituents’ beneficiary account for all its
constituents or different accounts for each of its constituents as it may deem fit.
4.11 Investor Service Cell & Arbitration
Investor complaints received against the Trading Members / companies in respect of claims/
disputes for transactions executed on the Exchange are handled by the Investor Service Cell
(ISC).
The complaints are forwarded to the Trading Members for resolution and seeking clarifications.
The ISC follows-up with the Trading Members and makes efforts to resolve the complaint
expeditiously.
In certain cases, on account of conflicting claims made by the investor and the Trading Member,
when it is not possible to administratively resolve the complaint, investors are advised to take
recourse to the arbitration mechanism prescribed by the Exchange.
Arbitration, which is a quasi judicial process, is an alternate dispute resolution mechanism
prescribed under the Arbitration and Conciliation Act, 1996. The Exchange bye-laws prescribe
the provisions in respect of arbitration and the procedure therein has been prescribed in the
regulations. The reference to arbitration should be filed within six months from the date when
the dispute arose. The time taken by the ISC is excluded by the arbitrator, while considering
the issue of limitation.
4.12 Code of Advertisement
Trading members of the Exchange while issuing advertisements in the media have to comply
with the Code of Advertisement prescribed by the Exchange. In pursuance of that, a copy of
an advertisement has to be submitted to the Exchange to get a prior approval before its issue
in the publication/media. Trading members not complying with the Code of Advertisement
may have to face disciplinary proceedings.
SEBI has advised the stock exchanges to ensure that their brokers/ sub-brokers do not
advertise their business, including in their internet sites, by subsidiaries, group companies
etc., in prohibition of code of conduct . The code of conduct in the regulations require a
stock broker/ sub-broker not to advertise his business publicly unless permitted by the stock
exchange and not to resort to unfair means of inducing clients from other stock brokers.
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Chapter 5: Regulatory Framework1
Various activities in the securities market in India are regulated, in a coordinated manner by
four regulators, namely, Department of Economic Affairs (DEA) of the Ministry of Finance,
Ministry of Company Affairs, Securities and Exchange Board of India (SEBI) and the Reserve
Bank of India (RBI).
The regulators seek to ensure that the market participants behave in the desired manner,
so that the securities market continues to be a major source of finance for industry and
government, and the interests of investors are protected.
A High Level Coordination Committee on Financial Markets, headed by the Governor, Reserve
Bank of India coordinates on jurisdiction overlaps between the regulators.
Given its dynamic nature, the market keeps throwing up new exigencies, and the need for
quick regulatory actions. This is achieved through the exercise of delegated legislation by the
regulators. Depending on the circumstances, the regulators issue notifications, circulars and
guidelines, which are to be complied with, by the market participants.
The Government has framed rules under the Securities Contract (Regulation) Act SC(R)A,
SEBI Act and the Depositories Act. SEBI has framed regulations under the SEBI Act and the
Depositories Act for registration and regulation of all market intermediaries, for prevention
of unfair trade practices, insider trading, etc. Self-regulatory organizations (SROs) like stock
exchanges have also laid down their rules and regulations for market participants.
The regulatory and supervisory framework of the securities market in India is being
progressively strengthened through various legislative and administrative measures and is
consistent with the best international benchmarks, such as, standards prescribed by the
International Organisation of Securities Commissions (IOSCO).
The Union Government is in the process of setting up a Financial Stability & Development
Council (FSDC) to strengthen and institutionalize the mechanism for maintaining financial
stability, and to create an institutional mechanism that can coordinate and oversee the reform
and development agenda for the financial markets as a whole.
5.1 Securities Contracts (Regulation) Act, 1956
SC(R)A regulates transactions in securities markets along with derivatives markets. The
original act was introduced in 1956. It was subsequently amended in 1996, 1999, 2004 and
2007. It now governs the trading of securities in India.
1This chapter only touches upon the broad regulatory framework for the Indian securities markets, giving a flavour of various acts, rules and regulations that have a bearing on the functioning of the markets. For greater details, it is recommended that original acts, rules and regulations may be referred to in case detailed information is desired.
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The term “securities” has been defined in the amended SC(R)A under Section 2(h) to
include:
• Shares, scrips, stocks, bonds, debentures, debenture stock or other marketable securities
of a like nature in or of any incorporated company or other body corporate
• Derivative
• Units or any other instrument issued by any collective investment scheme to the investors
in such schemes
• Government securities
• Such other instruments as may be declared by the Central Government to be securities
• Rights or interests in securities
• “Derivative” is defined to include:
• A security derived from a debt instrument, share, loan whether secured or unsecured,
risk instrument or contract for differences or any other form of security.
• A contract which derives its value from the prices, or index of prices, of underlying
securities.
Section 18A of the SC(R)A provides that notwithstanding anything contained in any other law
for the time being in force, contracts in derivative shall be legal and valid if such contracts
are:
• Traded on a recognized stock exchange
• Settled on the clearing house of a recognized stock exchange, in accordance with the
rules and bye–laws of such stock exchanges.
5.2 Securities and Exchange Board of India Act, 1992
SEBI Act, 1992 provides for establishment of Securities and Exchange Board of India (SEBI)
with statutory powers for (a) protecting the interests of investors in securities (b) promoting
the development of the securities market and (c) regulating the securities market.
Its regulatory jurisdiction extends over corporates in the issuance of capital and transfer of
securities, in addition to all intermediaries and persons associated with securities market.
SEBI has been obligated to perform the aforesaid functions by such measures as it thinks fit.
In particular, it has powers for:
• regulating the business in stock exchanges and any other securities markets.
• registering and regulating the working of stock brokers, sub–brokers etc.
• promoting and regulating self-regulatory organizations.
• prohibiting fraudulent and unfair trade practices relating to securities markets.
• calling for information from, undertaking inspection, conducting inquiries and audits of the
stock exchanges, mutual funds and other persons associated with the securities market
and other intermediaries and self–regulatory organizations in the securities market.
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• performing such functions and exercising according to Securities Contracts (Regulation)
Act, 1956, as may be delegated to it by the Central Government.
5.3 SEBI (Intermediaries) Regulations, 2008
One of the main functions of SEBI is to register and regulate the functioning of various types
of intermediaries and persons associated with securities market in a manner as to ensure
smooth functioning of the markets and protection of interests of the investors.
These intermediaries, as detailed in the SEBI Act are: stock-brokers, sub- broker, share transfer
agents, bankers to an issue, trustees of trust deed, registrars to an issue, merchant bankers,
underwriters, portfolio managers, investment advisers, depositories, participants, custodians
of securities, foreign institutional investors, credit rating agencies, asset management
companies, clearing members of a clearing corporation, trading member of a derivative
segment of a stock exchange, collective investment schemes, venture capital funds, mutual
funds, and any other intermediary associated with the securities market.
SEBI had issued regulations governing the registration and regulatory framework for each
of these intermediaries. However, given the fact that many requirements and obligations of
most intermediaries are common, SEBI has consolidated these requirements and issued the
SEBI (Intermediaries) Regulations, 2008. These regulations were notified on May 26, 2009.
These regulations apply to all the intermediaries mentioned above, except foreign institutional
investors, foreign venture capital investors, mutual funds, collective investment schemes and
venture capital funds.
The salient features of the Regulations are as under:
a) The SEBI Regulations put in place a comprehensive regulation which is applicable to
all intermediaries. The common requirements such as grant of registration, general
obligations, common code of conduct, common procedure for action in case of default
and miscellaneous provisions are applicable for all intermediaries.
b) The registration process has been simplified. An applicant can file application in the
prescribed format along with additional information as required under the relevant
regulations along with the requisite fees. The existing intermediaries may, within the
prescribed time, file the disclosure in the specified form. The disclosures are required
to be made public by uploading the information on the website specified by SEBI. The
information of commercial confidence and private information furnished to SEBI shall
be treated confidential. In the event intermediary wishes to operate in a capacity as
an intermediary in a new category, such person may only file the additional shortened
forms disclosing the specific requirements of the new category as per the relevant
regulations.
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c) The Fit and Proper criteria have been modified to make it principle based. The common
code of conduct has been specified at one place.
d) The registration granted to intermediaries has been made permanent unless surrendered
by the intermediary or suspended or cancelled in accordance with these regulations.
e) Procedure for action in case of default and manner of suspension or cancellation of
certificate has been simplified to shorten the time usually faced by the parties without
compromising with the right of reasonable opportunity to be heard. Surrender of certificate
has been enabled without going through lengthy procedures.
f) While common requirements will be governed by the new regulations, the intermediary-
specific requirements continue to be as per the relevant regulations applicable to individual
intermediaries. The relevant regulations are amended from time to time to provide for
the specific requirements.
5.4 SEBI (Prohibition of Insider Trading) Regulations, 1992
The malpractice of ’insider trading’ affects the innocent investors. In simple terms ‘insider
trading’ means selling or buying in securities on the basis of price sensitive unpublished
information of a listed corporate that, if published, could lead to a fall or rise in the prices of
shares of the corporate.
To tackle the problem of insider trading, SEBI issued the SEBI (Insider Trading) Regulations
1992. These regulations were further made stringent through amendments in February 2002
and they were notified as the SEBI (Insider Trading) (Amendment) Regulations 2002.
5.4.1 Definitions
The important definitions used in the regulations are:
(i) Dealing in securities means an act of subscribing, buying, selling or agreeing to subscribe,
buy, sell or deal in any securities by any person either as principal or agent.
(ii) Insider means any person who, is or was connected with the company or is deemed to
have been connected with the company, and who is reasonably expected to have access
to unpublished price sensitive information in respect of securities of a company, or who
has received or has had access to such unpublished price sensitive information.
(iii) A connected person means any person who:
(a) is a director, as defined in clause (13) of section 2 of the Companies Act, 1956, of a
company, or is deemed to be a director of that company by virtue of sub-clause (10)
of section 307 of that Act, or
(b) occupies the position as an officer or an employee of the company or holds a position
involving a professional or business relationship between himself and the company,
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whether temporary or permanent, and who may reasonably be expected to have an
access to unpublished price sensitive information in relation to that company.
(iv) A person is deemed to be a connected person if such a person:
(a) is a company under the same management or group or any subsidiary company
thereof within the meaning of section (1B) of section 370, or sub-section (11)
of section 372, of the Companies Act, 1956 or sub-clause (g) of section 2 of the
Monopolies and Restrictive Trade Practices Act, 1969 as the case may be; or
(b) is an intermediary as specified in section 12 of the SEBI Act, 1992, Investment
company, Trustee Company, Asset Management Company or an employee or director
thereof or an official of a stock exchange or of clearing house or corporation;
(c) is a merchant banker, share transfer agent, registrar to an issue, debenture trustee,
broker, portfolio manager, investment advisor, sub-broker, investment company or
an employee thereof, or, is a member of the board of trustees of a mutual fund
or a member of the board of directors of the asset management company of a
mutual fund or is an employee thereof who have a fiduciary relationship with the
company;
(d) is a member of the board of directors, or an employee, of a public financial institution
as defined in section 4A of the Companies Act, 1956;
(e) is an official or an employee of a self regulatory organisation recognised or authorised
by the Board of a regulatory body;
(f) is a relative of any of the aforementioned persons;
(g) is a banker of the company.
(h) is relative of the connected person.
(v) Price sensitive information means any information which is related directly or indirectly
to a company and which, if published, is likely to materially affect the price of securities
of a company. It includes only such information which, if published, is likely to materially
affect the price of securities of a company. The following are deemed to be price sensitive
information:
(a) periodic financial results of the company;
(b) intended declaration of dividends (both interim and final);
(c) issue of securities or buy-back of securities;
(d) any major expansion plans or execution of new projects;
(e) amalgamation, mergers or takeovers;
(f) disposal of the whole or substantial part of the undertaking;
(g) significant changes in policies, plans or operations of the company.
(vi) Unpublished information means information which is not published by the company or
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its agents and is not specific in nature. However, speculative reports in print or electronic
media are not considered as published information.
5.4.2 Prohibition on Dealing, Communicating or Counseling (Chapter II)
Under this regulation, no insider should:
(a) either on his own behalf or on behalf of any other person, deal in securities of a
company listed on any stock exchange when in possession of any unpublished price
sensitive information;
(b) communicate, counsel or procure, directly or indirectly, any unpublished price
sensitive information to any person who, while in possession of such unpublished
price sensitive information, should not deal in securities. This is however, not
applicable to any communication required in the ordinary course of business or
profession or employment or under any law.
The regulations require that no company should deal in the securities of another company
or associate of that other company while in possession of any unpublished price sensitive
information.
5.4.3 Investigation
If SEBI suspects any person of having violated the provisions of insider regulation, it may
make inquiries with such person or with the stock exchanges, mutual funds, other persons
associated with the securities market, intermediaries and self-regulatory organisation in the
securities market. Based on this, it will form a prima facie opinion as to whether there is any
violation of insider regulations.
Where SEBI forms a prima facie opinion that it is necessary to investigate and inspect the
books of accounts, either documents and records of an insider or the stock exchanges,
mutual funds, other persons associated with the securities market, intermediaries and self-
regulatory organisation in the securities market, it may appoint an investigating authority for
the purpose.
The investigating authority has to submit its report to SEBI, after completion of investigations
in accordance with the provisions of the regulations.
After considering the report, SEBI is required to communicate its findings to the suspected
person and seek a reply from such person. Such suspected person is required to reply to the
findings within 21 days to SEBI. After receipt of the reply, SEBI may take such measures to
safeguard and protect the interest of investors, securities market and for due compliance with
the insider trading regulations.
SEBI also has powers to appoint an auditor to investigate into the books of accounts or the
affairs of the insider or the stock exchanges, mutual funds, other persons associated with the
securities market, intermediaries and self-regulatory organisation in the securities market.
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5.4.4 Disclosures and Internal Procedure for Prevention of Insider Trading
(Chapter IV)
All listed companies and organisations associated with securities markets such as intermediaries,
asset management company, trustees of mutual funds, self-regulatory organisations
recognised by SEBI, recognised stock exchanges, clearing house or corporations, public
financial institutions and professional firms such as auditors, accountancy firms, law firms,
analysts, consultants, etc., assisting or advising listed companies, are required to frame a code
of internal procedures and conduct as per the prescribed format provided in SEBI (Prohibition
of Insider Trading) Regulations without diluting it any manner and ensure compliance of the
same.
The regulations require certain disclosures to be made by directors, officers and substantial
shareholders in listed companies. These are:
(i) Initial Disclosure:
(a) Any person who holds more than 5% shares or voting rights in any listed company
should disclose to the company in prescribed form, the number of shares or voting
rights held by such person, on becoming such holder, within 2 working days of:
(i) the receipt of intimation of allotment of shares; or
(ii) the acquisition of shares or voting rights, as the case may be.
(b) Any person who is a director or officer of a listed company should disclose to the
company in prescribed form, the number of shares or voting rights held by such
person, within 2 working days of becoming a director or officer of the company.
(ii) Continual Disclosure
(a) Any person who holds more than 5% shares or voting rights in any listed company
should disclose to the company in prescribed form the number of shares or voting
rights held and change in shareholding or voting rights, even if such change results
in shareholding falling below 5%, if there has been change in such holdings from the
last disclosure and such change exceeds 2% of total shareholding or voting rights in
the company.
(b) Any person who is a director or officer of a listed company, should disclose to the
company in prescribed form, the total number of shares or voting rights held and
change in shareholding or voting rights, if there has been a change in such holdings
from the last disclosure made and the change exceeds Rs. 5 lakh in value or 25,000
shares or 1% of total shareholding or voting rights, whichever is lower. The disclosure
mentioned above should be made within 2 working days of:
(i) the receipt of intimation of allotment of shares, or
(ii) the acquisition or sale of shares or voting rights, as the case may be.
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(iii) Disclosure by Company to Stock Exchanges
Every listed company, within two days of receipt, should disclose to all stock
exchanges on which the company is listed, the information relating to continual and
initial disclosure given above. The disclosures required under this regulation may
also be made through electronic filing in accordance with the system devised by the
stock exchanges.
Further, the SEBI Act, which inter-alia, prescribes the penalty for insider trading
(Section 15G), was amended in 2002 to increase the penalty for insider trading to Rs
25 crore or three times the amount of profits made out of insider trading, whichever
is higher.
5.5 SEBI (Prohibition of fraudulent and Unfair Trade Practices re lating to securities market) Regulations, 2003
The SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities
Market) Regulations, 2003 enable SEBI to investigate into cases of market manipulation and
fraudulent and unfair trade practices. The regulations specifically prohibit market manipulation,
misleading statements to induce sale or purchase of securities, unfair trade practices relating
to securities.
5.5.1 Definitions
The important terms defined under the regulations are:
(i) Fraud includes any act, expression, omission or concealment committed, whether in a
deceitful manner or not, by a person or by any other person or his agent while dealing
in securities in order to induce another person with his connivance or his agent to deal in
securities, whether or not there is any wrongful gain or avoidance of any loss, and should also
include:
(a) a knowing misrepresentation of the truth or concealment of material fact in order
that another person may act to his detriment;
(b) a suggestion as to a fact which is not true by one who does not believe it to be
true;
(c) an active concealment of a fact by one having knowledge or belief of the fact;
(d) a promise made without any intention of performing it;
(e) a representation made in a reckless and careless manner whether it be true or
false;
(f) any such act or omission as any other law specifically declares to be fraudulent;
(g) deceptive behaviour by a person depriving another of informed consent or full
participation;
(h) a false statement made without reasonable ground for believing to be true;
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(i) the act of an issuer of securities giving out misinformation that affects the market
price of the security, resulting in investors being effectively misled even though they
did not rely on the statement itself or anything derived from it other than the market
price.
The term “fraudulent” should be construed accordingly. Nothing contained in this
clause is applicable to any general comments made in good faith in regard to the
economic policy of the Government; the economic situation of the country; trends
in the securities market; any other matter of a like nature.
(ii) Dealing in Securities is defined to include an act of buying, selling or subscribing
pursuant to any issue of any securities, or agreeing to buy, sell or subscribe to any
issue of any securities, or otherwise transacting in any way in any security by any
person as principal, agent or intermediary as defined under the SEBI Act.
5.5.2 Prohibition of Certain Dealings in Securities
The regulation provides that no person should directly or indirectly:
(a) buy, sell or otherwise deal in securities in a fraudulent manner;
(b) use or employ, in connection with issue, purchase or sale of any security listed or
proposed to be listed in a recognised stock exchange, any manipulative or deceptive
device or contrivance in contravention of the provisions of the Act or the rules or the
regulations made thereunder;
(c) employ any device, scheme or artifice to defraud in connection with dealing in or
issue of securities which are listed or proposed to be listed on a recognised stock
exchange;
(d) engage in any act, practice, course of business which operates or would operate
as fraud or deceit upon any person in connection with any dealing in or issue of
securities which are listed or proposed to be listed on a recognised stock exchange
in contravention of the act, rules and regulations.
5.5.3 Prohibition of Manipulative, Fraudulent and Unfair Trade Practices
The Regulation provides that no person should indulge in a fraudulent or an unfair trade
practice in securities. Any dealing in securities is deemed to be fraudulent or an unfair trade
practice if it involves fraud and may include all or any of the following:
(a) indulging in an act which creates false or misleading appearance of trading in the
securities market;
(b) dealing in a security not intended to effect transfer of beneficial ownership but
intended to operate only as a device to inflate, depress or cause fluctuations in the
price of such security for wrongful gain or avoidance of loss;
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(c) advancing or agreeing to advance any money to any person thereby inducing any
other person to offer to buy any security in any issue only with the intention of
securing the minimum subscription to such issue;
(d) paying, offering or agreeing to pay or offer, directly or indirectly, to any person any
money or money’s worth for inducing such person for dealing in any security with
the object of inflating, depressing, maintaining or causing fluctuation in the price of
such security;
(e) any act or omission amounting to manipulation of the price of a security;
(f) publishing or causing to publish or reporting or causing to report by a person dealing
in securities any information which is not true or which he does not believe to be
true prior to or in the course of dealing in securities.
(g) entering into a transaction in securities without intention of performing it or without
intention of change in ownership of such security.
(h) selling, dealing or pledging of stolen or counterfeit security whether in physical or
dematerialized form.
(i) an intermediary promising a certain price in respect of buying or selling of a security
to a client and waiting till a discrepancy arises in the price of such security and
retaining the difference in prices as profit for himself.
(j) an intermediary providing his clients with such information relating to a security as
cannot be verified by the clients before their dealing in such security.
(k) an advertisement that is misleading or that contains information in a distorted
manner and which may influence the decision of the investors.
(l) an intermediary reporting trading transactions to his clients entered into on their
behalf in an inflated manner in order to increase his commission and brokerage.
(m) an intermediary not disclosing to his client transactions entered into on his behalf
including taking an option position.
(n) circular transactions in respect of a security entered into between intermediaries
in order to increase commission to provide a false appearance of trading in such
security or to inflate, depress or cause fluctuations in the price of such security.
(o) encouraging the clients by an intermediary to deal in securities solely with the object
of enhancing his brokerage or commission.
(p) an intermediary predating or otherwise falsifying records such as contract notes.
(q) an intermediary buying or selling securities in advance of a substantial client order
or whereby a futures or option position is taken about an impending transaction in
the same or related futures or options contract.
(r) planting false or misleading news which may induce sale or purchase of securities.
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5.6 The Depositories Act, 1996
The paper-based ownership and transfer of securities was a major drawback of the Indian
securities markets since it often resulted in delay in settlement and transfer of securities, leading
to ‘bad delivery’, theft, forgery etc. The rapid growth in number and volume of transactions in
the securities markets further highlighted the limitations of handling securities in the physical/
paper mode. As a result, in line with the developments in the securities industry worldwide the
paper-based settlement and clearing system was replaced with depository system or scripless
trading system. This transition was facilitated by the Depositories Act, 1996.
This Act provides for the establishment of depositories in securities with the objective of
ensuring free transferability of securities with speed, accuracy and security by:
(a) making securities of public limited companies freely transferable subject to certain
exceptions;
(b) dematerialising the securities in the depository mode; and
(c) providing for maintenance of ownership records in a book entry form. In order
to streamline the settlement process, the Act envisages transfer of ownership of
securities electronically by book entry without making the securities move from
person to person.
The Act has made the securities of all public limited companies freely transferable, restricting
the company’s right to use discretion in effecting the transfer of securities, and the transfer
deed and other procedural requirements under the Companies Act have been dispensed with.
5.6.1 Definitions
The terms used in the Act are defined as under:
(a) Beneficial owner means a person whose name is recorded as such with a
depository.
(b) Depository means a company, formed and registered under the Companies Act,
1956 and which has been granted a certificate of registration under sub-section (1A)
of section 12 of the SEBI Act, 1992.
(c) Issuer means any person making an issue of securities.
(d) Participant means a person registered as such under sub-section (1A) of section 12
of the SEBI Act, 1992.
(e) Registered owner means a depository whose name is entered as such in the register
of the issuer.
5.6.2 Key Provisions
No depository can act as a depository unless it obtains a certificate of commencement of
business from the SEBI Board.
The Depositories Act, defines the rights and obligations of depositories, participants, issuers
and beneficial owners which are mentioned below:
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(i) Agreement between Depository and Participant: A depository is required to enter into
an agreement in the specified format with one or more participants as its agent.
(ii) Services of Depository: Any person, through a participant, may enter into an
agreement, in such form as may be specified by the bye-laws, with any depository
for availing its services.
(iii) Surrender of Certificate of Security: Any person who has entered into an agreement
with a depository should surrender the certificate of security, for which he seeks to
avail the services of a depository, to the issuer in such manner as may be specified
by the regulations.
The issuer, on receipt of certificate of security, should cancel the certificate of security
and substitute in its records the name of the depository as a registered owner in
respect of that security and inform the depository accordingly.
A depository should, on receipt of information enter the name of the person in its
records, as the beneficial owner in respect of that security and inform the investor
accordingly.
(iv) Registration of Transfer of Securities with Depository; On receipt of intimation from
a participant, the depository is required to register the transfer of security in the
name of the transferee. If a beneficial owner or a transferee of any security seeks to
have custody of such security, the depository should inform the issuer accordingly.
(v) Options to Receive Security Certificate or Hold Securities with Depository: Every
person subscribing to securities offered by an issuer should have the option either
to receive the security certificates or hold securities with a depository. Where a
person opts to hold a security with a depository, the issuer should intimate such
depository the details of allotment of the security, and on receipt of such information
the depository should enter in its records the name of the allottee as the beneficial
owner of that security.
(vi) Securities in Depositories to be in Fungible Form: All securities held by a depository
should be in dematerialised and be in fungible form.
(vii) Rights of Depositories and Beneficial Owner: A depository is deemed to be the
registered owner for the purpose of effecting transfer of ownership of security on
behalf of a beneficial owner. The depository as a registered owner does not have
any voting rights or any other rights in respect of securities held by it. The beneficial
owner is entitled to all the rights and benefits and is subjected to all the liabilities in
respect of his securities held by a depository.
(viii) Pledge or Hypothecation of Securities held in a Depository: A beneficial owner may
with the previous approval of the depository create a pledge or hypothecation in
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respect of a security owned by him through a depository. Every beneficial owner is
required to give intimation of such pledge or hypothecation to the depository and
accordingly the depository makes entries in its records. Any entry in the records of
a depository would act as an evidence of a pledge or hypothecation.
(ix) Furnishing of Information and Records by Depository and Issuer: Every depository
should furnish to the issuer information about the transfer of securities in the name
of beneficial owners at such intervals and in such manner as may be specified by
the bye-laws. Every issuer should make available to the depository copies of the
relevant records in respect of securities held by such depository.
(x) Option to Opt out in Respect of any Security: If a beneficial owner seeks to opt out of
a depository in respect of any security, he should inform the depository accordingly.
After receiving the information, the depository is required to make appropriate
entries in its records and inform the issuer. Within thirty days of the receipt of
intimation from the depository and on fulfillment of such conditions and payment of
such fees as may be specified by the regulations, the issuer is required to issue the
certificate of securities to the beneficial owner or the transferee, as the case may
be.
(xi) Depository to Indemnify Loss in certain cases: In case of any loss caused to the
beneficial owner due to the negligence of the depository or the participant, the
depository has to indemnify the beneficial owner. Where the loss due to the negligence
of the participant is indemnified by the depository, the depository has the right to
recover the same from such participant.
5.7 Indian Contract Act, 1872
In the securities markets, the SCRA governs the contracts for or relating to the purchase or
sale of securities. However, the provisions of the Indian Contract Act, 1872 also have a bearing
on these securities’ contracts as this is a general Act which governs the rights of parties in a
contract and the effects thereof.
Following are some important terms/definitions used in the Indian Contract Act:
(i) Contract: According to section 2(h) of the Indian Contract Act, 1872, a contract is an
agreement enforceable by law. Therefore, there has to be an agreement to create
a contract and secondly, it has to satisfy certain requirements mentioned in section
10 of the Act, i.e., the agreement has to be between parties competent to contract,
with their free consent, for a lawful object and with lawful consideration, and it
should not have been expressly declared as void agreement.
(ii) Standard Form Contracts: With an enormous increase in commercial transactions,
the concept of Standard Form Contracts has come into existence. Various business
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organisations like insurance companies, airways, securities market regulator, other
businessman etc. generally get the terms of the contract printed on a standard form
and the other side is simply required to agree to the same, or sometimes to sign in
token of his having agreed to the terms of the contract so drafted.
A standard form contract is a pre-established record of legal terms regularly used
by a business entity or firm in transactions with customers. The record specifies
the legal terms governing the relationship between the firm and another party.
The firm requires the other party to accept the record without amendment and
without expecting the other party to know or understand its terms. A Standard Form
Contract is effective upon acceptance.
(iii) Agency Contract: An agent is a person employed to do any act for another or to
represent another in dealings with third persons, as per section 182 of the Indian
Contract Act, 1872. The person for whom such act is done, or who is so represented,
is called the Principal. Principal is bound by the acts done by an agent or the contracts
entered into by him on behalf of the principal in the same manner, as if the acts
had been done or the contracts had been entered into by the principal himself, in
person.
An agent has a dual capacity: one, he serves as a connecting link between his
principal and the third person, and second, he can have a contractual relationship
with his principal.
An agent, having an authority to do an act, has authority to do every lawful thing
which is necessary in order to do such act. An agent having authority to carry on
a business, has authority to do every lawful thing necessary for the purpose, or
usually done in the course, of conducting such business.
(iv) Sub-agent: A sub-agent is a person employed by, and acting under the control of,
the original agent in the business of the agency. Though the general rule is against
delegation of authority by an agent or the appointment of a sub-agent, there could
be such an appointment in exceptional situations recognised by law.
Thus, when any act does not need personal performance by the agent himself, or the principal
agrees to the appointment of a sub-agent, or the ordinary custom of trade permits the same,
or the nature of the business of agency so warrants, nature of the agency so warrants, a sub-
agent may be validly appointed by an agent.
When a sub-agent has been properly appointed the position of various parties is as under:
(a) The principal is, so far as regards third persons, represented by the sub-agent, and
is bound by and responsible for his acts, as if he were an agent originally appointed
by the principal.
(b) The agent is responsible to the principal for the acts of the sub-agent.
(c) The sub-agent is responsible for his acts to the agent, but not to the principal except
in case of fraud or willful wrong.
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5.8 Income Tax Act, 1961
Some of the important definitions related to Income Tax Act are as follows:
(i) Domestic Company means an Indian company, or any other company which, in respect
of its income liable to tax under this act, has made the prescribed arrangements for the
declaration and payment, within India, of the dividends (including dividends on preference
shares) payable out of such income, as per Section 2 (22A).
(ii) Dividend, according to Section 2(22) includes:
(a) any distribution by a company of accumulated profits, whether capitalised or not, if
such distribution entails the release by the company to its shareholders of all or any
part of the assets of the company;
(b) any distribution to its shareholders by a company of debentures, debenture-stock, or
deposit certificates in any form, whether with or without interest, and any distribution
to its preference shareholders of shares by way of bonus, to the extent to which the
company possesses accumulated profits, whether capitalised or not;
(c) any distribution made to the shareholders of a company on its liquidation, to the
extent to which the distribution is attributable to the accumulated profits of the
company immediately before its liquidation, whether capitalised or not;
(d) any distribution to its shareholders by a company on the reduction of its capital, to
the extent to which the company possesses accumulated profits which arose after
the end of the previous year ending next before the 1st day of April, 1933, whether
such accumulated profits have been capitalised or not;
(e) any payment by a company, not being a company in which the public are substantially
interested, of any sum (whether as representing a part of the assets of the company
or otherwise) made after the 31st May, 1987, by way of advance or loan to a
shareholder, being a person who is the beneficial owner of shares (not being shares
entitled to a fixed rate of dividend whether with or without a right to participate in
profits) holding not less than ten per cent of the voting power, or to any concern in
which such shareholder is a member or a partner and in which he has a substantial
interest (hereafter in this clause referred to as the said concern) or any payment by
any such company on behalf, or for the individual benefit, of any such shareholder,
to the extent to which the company in either case possesses accumulated profits;
But ‘dividend’ does not include:
(a) a distribution made in accordance with sub-clause (c) or sub-clause (d) in respect
of any share issued for full cash consideration, where the holder of the shares is not
entitled in the event of liquidation to participate in the surplus assets;
(b) a distribution made in accordance with sub-clause (c) or sub-clause (d) in so far as
such distribution is attributable to the capitalised profits of the company representing
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bonus shares allotted to its equity shareholders after the 31st day of March, 1964
(and before the 1st day of April, 1965);
(c) any advance or loan made to a shareholder (or the said concern) by a company in
the ordinary course of its business, where the lending of money is a substantial part
of the business of the company;
(d) any dividend paid by a company which is set off by the company against the whole
or any part of any sum previously paid by it and treated as a dividend within the
meaning of sub-clause (e), to the extent to which it is so set off;
(e) any payment made by a company on purchase of its own shares from a shareholder
in accordance with the provisions of section 77A of the Companies Act, 1956.
(f) any distribution of shares pursuant to a demerger by the resulting company to the
shareholders of the demerged company (whether or not there is a reduction of
capital in the demerged company).
(iii) Dividend Income (Section 8): For the purposes of inclusion in the total income of an
assessee:
(a) any dividend declared by a company or distributed or paid by it within the meaning
of sub-clause (a) or sub-clause (b) or sub-clause (c) or sub-clause (d) or sub-clause
(e) of clause (22) of Section 2, should be deemed to be the income of the previous
year in which it is so declared, distributed or paid, as the case may be;
(b) any interim dividend should be deemed to be the income of the previous year, in
which the amount of such dividend is unconditionally made available by the company
to the member who is entitled to it.
(iv) Interest on Securities (Clause 28B of Section 2) means:
(a) interest on any security of the Central Government or a State Government,
(b) interest on debentures or other securities for money issued by or on behalf of a local
authority or a company or a corporation established by a Central, State or provincial
Act.
(v) Capital Asset
(a) Long term capital asset means a capital asset which is not a short term capital asset,
as per Clause 29A of Section 2.
(b) Short term capital asset means a capital asset held by an assessee for not more
than thirty-six months* immediately preceding the date of its transfer, (Clause 42A
of Section 2)
[* twelve months in the case of a share held in a company or any other security
listed in a recognised stock exchange in India or a unit of the Unit Trust of India
established under the Unit Trust of India Act, 1963 or a unit of a Mutual Fund
specified under clause (23D) of section 10 or a zero coupon bond]
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(vi) Capital Gains (Section 45)
Any profits or gains arising from the transfer of a capital asset effected in the previous
year should, save as otherwise provided in sections (54, 54B, 54D, 54E, 54EA, 54EB, 54F,
54G and 54H), be chargeable to income-tax under the head ‘Capital gains’, and should be
deemed to be the income of the previous year in which the transfer took place.
Where any person has had at any time during previous year any beneficial interest in
any securities, then any profits or gains arising from transfer made by the depository
or participant of such beneficial interest in respect of securities should be chargeable
to income-tax as the income of the beneficial owner of the previous year in which such
transfer took place and should not be regarded as income of the depository who is
deemed to be registered owner of securities by virtue of sub-section (1) of section 10
of the Depositories Act, 1996, and for the purposes of section 48 and proviso to clause
( 42A) of section 2, the cost of acquisition and the period of holding of any securities
should be determined on the basis of the first-in-first-out method.
Types of Capital Gains
1. Long term Capital Gain means capital gain arising from the transfer of a long term capital
asset.
2. Short term Capital Gain means capital gain arising from the transfer of a short term
capital asset.
PAN compulsory for Securities transaction
The Income-tax (Eighth Amendment) Rules, 2002 made it mandatory for a person to quote
permanent account numbers (PAN), issued by the income tax department, for securities
transactions of over Rs. 1 lakh.
Tax on long-term capital gains (Section 112)
Where the total income of an assessee includes any income, arising from the transfer of a
long-term capital asset, which is chargeable under the head ‘Capital gains’, the tax payable
by the assessee on the total income should be the aggregate of:
(i) in the case of an individual or a Hindu Undivided Family, being a resident:
(a) the amount of income-tax payable on the total income as reduced by the amount
of such long-term capital gains, had the total income as so reduced been his total
income; and
(b) the amount of income-tax calculated on such long-term capital gains at the rate of
twenty per cent:
(ii) in the case of a domestic company:
(a) the amount of income-tax payable on the total income as reduced by the amount
of such long-term capital gains, had the total income as so reduced been its total
income; and
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(b) the amount of income-tax calculated on such long-term capital gains at the rate of
twenty per cent
(iii) in the case of a non-resident (not being a company) or a foreign company:
(a) the amount of income-tax payable on the total income as reduced by the amount
of such long-term capital gains , had the total income as so reduced been its total
income; and
(b) the amount of income-tax calculated on such long-term capital gains at the rate of
twenty percent
(iv) in any other case of a resident:
(a) the amount of income-tax payable on the total income as reduced by the amount of
long-term capital gains, had the total income as so reduced been its total income;
and
(b) the amount of income-tax calculated on such long-term capital gains at the rate of
twenty per cent
5.9 Anti-Money Laundering
The Prevention of Money Laundering Act, 2002 was passed by Indian Parliament in the year 2002.
It became effective from 1st July, 2005. The purpose was to establish the general framework
for the fight against money laundering, terrorism, financial crimes and corruption.
SEBI has issued master circular ISD/AML/Cir-1/2008 on December 19, 2008 consolidating all
the requirements/ obligations.
As per the provisions of the Act, every banking company, financial institution (which includes
chit fund company, a co-operative bank, a housing finance institution and a non-banking
financial company) and intermediary (which includes a stock-broker, sub-broker, share transfer
agent, banker to an issue, trustee to a trust deed, registrar to an issue, merchant banker,
underwriter, portfolio manager, investment adviser and any other intermediary associated
with securities market and registered under section 12 of the Securities and Exchange Board
of India Act, 1992) shall have to maintain a record of all the transactions; the nature and
value of which has been prescribed in the Rules under the Prevention of Money Laundering
Act (PMLA). Such transactions include:
• All cash transactions of the value of more than Rupees 10 lakh or its equivalent in foreign
currency.
• All series of cash transactions integrally connected to each other which have been
valued below Rupees 10 lakh or its equivalent in foreign currency where such series of
transactions take place within one calendar month.
• All suspicious transactions whether or not made in cash and including, inter-alia, credits
or debits into from any non-monetary account such as demat account, security account
maintained by the registered intermediary.
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For the purpose of suspicious transactions reporting, apart from ‘transactions integrally
connected’, ‘transactions remotely connected or related’ should also be considered.
The senior management of a registered intermediary should be fully committed to establishing
appropriate policies and procedures for the prevention of money laundering and terrorist
financing and ensuring their effectiveness and compliance with all relevant legal and regulatory
requirements. The Registered Intermediaries should:
(a) issue a statement of policies and procedures, on a group basis where applicable, for
dealing with money laundering and terrorist financing reflecting the current statutory and
regulatory requirements;
(b) ensure that the content of these Guidelines are understood by all staff members;
(c) regularly review the policies and procedures on prevention of money laundering and
terrorist financing to ensure their effectiveness. Further in order to ensure effectiveness
of policies and procedures, the person doing such a review should be different from the
one who has framed such policies and procedures;
(d) adopt customer acceptance policies and procedures which are sensitive to the risk of
money laundering and terrorist financing;
(e) undertake customer due diligence (“CDD”) measures to an extent that is sensitive to
the risk of money laundering and terrorist financing depending on the type of customer,
business relationship or transaction; and
(f) develop staff members’ awareness and vigilance to guard against money laundering and
terrorist financing.
The customer due diligence (“CDD”) measures comprise the following:
(a) Obtaining sufficient information in order to identify persons who beneficially own
or control securities account. Whenever it is apparent that the securities acquired or
maintained through an account are beneficially owned by a party other than the client,
that party should be identified using client identification and verification procedures.
The beneficial owner is the natural person or persons who ultimately own, control or
influence a client and/or persons on whose behalf a transaction is being conducted.
It also incorporates those persons who exercise ultimate effective control over a legal
person or arrangement.
(b) Verify the customer’s identity using reliable, independent source documents, data or
information;
(c) Identify beneficial ownership and control, i.e. determine which individual(s) ultimately
own(s) or control(s) the customer and/or the person on whose behalf a transaction is
being conducted;
(d) Verify the identity of the beneficial owner of the customer and/or the person on whose
behalf a transaction is being conducted, corroborating the information provided in relation
to (c); and
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(e) Conduct ongoing due diligence and scrutiny, i.e. perform ongoing scrutiny of the
transactions and account throughout the course of the business relationship to ensure
that the transactions being conducted are consistent with the registered intermediary’s
knowledge of the customer, its business and risk profile, taking into account, where
necessary, the customer’s source of funds.
It is generally recognized that certain customers may be of a higher or lower risk category
depending on circumstances such as the customer’s background, type of business relationship
or transaction etc. As such, the registered intermediaries should apply each of the customer
due diligence measures on a risk sensitive basis.
The following have been identified as Clients of Special Category (CSC):
a. Non resident clients
b. High net worth clients,
c. Trust, Charities, NGOs and organizations receiving donations
d. Companies having close family shareholdings or beneficial ownership
e. Politically exposed persons (PEP) of foreign origin
f. Current / Former Head of State, Current or Former Senior High profile politicians and
connected persons (immediate family, Close advisors and companies in which such
individuals have interest or significant influence)
g. Companies offering foreign exchange offerings
h. Clients in high risk countries (where existence / effectiveness of money laundering
controls is suspect, where there is unusual banking secrecy, Countries active in narcotics
production, Countries where corruption (as per Transparency International Corruption
Perception Index) is highly prevalent, Countries against which government sanctions
are applied, Countries reputed to be any of the following – Havens / sponsors of
international terrorism, offshore financial centers, tax havens, countries where fraud is
highly prevalent.
i. Non face to face clients
j. Clients with dubious reputation as per public information available etc.
The above mentioned list is only illustrative and the intermediary should exercise independent
judgment to ascertain whether new clients should be classified as CSC or not.
Any suspicious transaction should be immediately notified to the Money Laundering Control
Officer or any other designated officer within the intermediary. The notification may be done
in the form of a detailed report with specific reference to the clients, transactions and the
nature /reason of suspicion. However, it should be ensured that there is continuity in dealing
with the client as normal until told otherwise and the client should not be told of the report/
suspicion. In exceptional circumstances, consent may not be given to continue to operate the
account, and transactions may be suspended, in one or more jurisdictions concerned in the
transaction, or other action taken.
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PART 2: DERIVATIVES
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Chapter 6: Introduction To Derivatives
6.1 What is a Derivative?
Suppose an investor owns a contract that entitles him to 5 grams of gold. The value of that
contract would vary with the price of gold. Contracts of this nature are called derivatives.
Gold, in this example, is referred to as the underlying. The derivative contract derives its
value from the value of the underlying.
The underlying in a derivative contract could be a financial asset such as currency, stock and
market index, an interest bearing security or a physical commodity. Today, around the world,
derivative contracts are traded on electricity, weather, temperature and even volatility.
According to the Securities Contract Regulation Act, (1956) the term “derivative” includes:
• a security derived from a debt instrument, share, loan, whether secured or unsecured,
risk instrument or contract for differences or any other form of security;
• a contract which derives its value from the prices, or index of prices, of underlying
securities.
6.2 Kinds of Derivative Contracts
Derivatives comprise four basic contracts namely Forwards, Futures, Options and Swaps.
Over the past couple of decades several exotic contracts have emerged. But these are largely
variants of these basic contracts.
6.2.1 Forwards
Suppose Party A agrees to buy USD1,000 from Party B, 1 month down the line, at
Rs. 47 = 1USD (US Dollar). This is a forward contract.
Forwards are promises to deliver an asset on a pre- determined date in future at a predetermined
price. They are traded over the counter – OTC (i.e. outside the stock exchanges, directly
between the two parties).
• Benefit is that they are customized according to the needs of the parties.
• Since these contracts do not fall under the purview of rules and regulations of an exchange,
they generally suffer from counterparty risk i.e. the risk that one of the parties to the
contract may not fulfill his or her obligation.
Forwards are highly popular on currencies and interest rates.
6.2.2 Futures
A futures contract (like a forward contract) is an agreement between two parties to buy or sell
an asset at a certain time in future at a certain price. It is different from a forward contract,
in that it is traded on an exchange. Thus, a future is a forward that is traded in an exchange.
As a corollary:
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• Futures are standardized contracts (not customized, as was seen for forwards)
• The exchange stands guarantee to all transactions. Thus, counter-party risk is largely
eliminated.
Buyers of futures contracts are considered to have a long position, whereas, sellers are
considered to have a short position.
Futures contracts are available on variety of commodities, currencies, interest rates, stocks
and other tradable assets. They are highly popular on stock indices, interest rates and foreign
exchange.
6.2.3 Options
Let us re-visit the earlier example of Party A and Party B doing a 1-month forward contract for
USD1,000 at Rs. 47 = 1USD.
Variation 1
Suppose Part A, instead of being obliged to buy the dollars (which was the case in the
forward contract), had the right to buy the dollars – but he was not obliged to buy them.
Thus, 1 month down the line, Party A can choose, NOT to buy them. Such contracts are option
contracts.
In this case, Party A, the buyer of USD, has the option (but Party B was committed. If Party A
decided to buy the dollars, Party B was obliged to sell them at Rs. 47 = 1USD). Such contracts,
where the buyer has the option, are called call options. In option terminology,
• Party A has bought the call option (to buy USD)
• Party B has sold (or written) the call option.
Variation 2
Suppose Part B, instead of being obliged to sell the dollars (which was the case in the forward
contract), had the right to sell the dollars – but he was not obliged to sell them. Thus,
1 month down the line, Party B can choose, NOT to sell them Such contracts are also option
contracts.
In this case, Party B, the seller of USD, has the option (but Party A was committed. If Party B
decided to sell the dollars, Party A was obliged to buy them at Rs. 47 = 1USD). Such contracts,
where the seller has the option, are called put options. In option terminology,
• Party B has bought the put option (to sell USD)
• Party A has sold (or written) the put option.
The party that buys an option is said to have a long position; the party that sells is said to
have a short position.
It should be noted that:
• In the first two types of derivative contracts (forwards and futures), both the parties
(buyer and seller) have an obligation i.e. the buyer needs to pay for the asset to the seller;
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and the seller needs to deliver the asset to the buyer on the agreed date (settlement
date).
• In case of options, only the seller of the option (the option writer) is under an obligation
and not the buyer of the option (the option purchaser).
o In a call option, the buyer of the option has the right to BUY the underlying
o In a put option, the buyer of the option has the right to SELL the underlying.
The option buyer may or may not exercise his right. In case the buyer of the option does
exercise his right, the seller of the option must fulfill whatever is his obligation (for a call
option, the option-seller has to deliver the asset to the buyer of the option; for a put option
the option-seller has to receive the asset from the buyer of the option).
In the above cases, the option was to be exercised 1 month down the line i.e. on a specific
date (settlement date, at the end of the contract period). Such options are known as European
option contracts.
If in the above cases, suppose the option buyer {Party A (in the case of Variation 1) or Party
B (in the case of Variation 2)} could exercise their option anytime up to the expiry of the
contract period. This would be an American option contract.
Options are generally traded in an exchange.
6.2.4 Swaps
Swaps are private agreements between two parties to exchange cash flows in the future
according to a prearranged formula. The two commonly used swaps are:
• Interest rate swaps
These entail swapping only the interest related cash flows between the parties in the same
currency.
Suppose the buyer of a property (Party C) took a loan on floating rate basis (say, T-Bill
Rate + 2%). This means that he expects interest rates in the market to go down (so that he
too will have to pay less to service the loan).
If this interest view changes later – if he now expects interest rates in the market to go up, he
is exposed to the commitment of having to pay more to service the loan. How can he protect
himself from the increase in commitment?
He can find some other party (Party D), who is prepared to pay him, say T-Bill Rate + 2%, in
return for a fixed payment of, say, 8%. The two parties can then enter into an interest rate
swap (for an agreed principal amount (say, Rs. 10 crores), which does not change hands
between the parties). Under this agreement, every year (or other frequency as may be
mutually agreed):
o Party C will pay 8% of Rs. 10 crores to Party D
o Party D will pay T-Bill Rate + 2% on Rs. 10 crores to Party C.
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Thus, Party C, who had an obligation to pay on floating basis to his financier, will receive floating
(T-Bill + 2%) from Party D, and pay fixed (8%) to Party D. Effectively, he has converted his
floating rate borrowing into a fixed rate borrowing. Thus, he is protected from future increases
in interest rates; but he also loses on potential gains, if interest rates were to go down.
• Currency swaps
These entail swapping both principal and interest between the parties, with the cash flows in
one direction being in a different currency than those in the opposite direction.
6.3 OTC Derivatives & Exchange Traded Derivatives
Derivatives that trade on an exchange are called exchange traded derivatives, whereas
privately negotiated derivative contracts are called Over-the Counter (OTC) derivatives. The
OTC derivatives markets have the following features, unlike exchange-traded derivatives:
• The management of counter-party (credit) risk is decentralized and lies with the parties
to the derivative contract.
• There are no formal centralized limits on individual positions, leverage, or margining.
• There are no formal rules for risk and burden-sharing.
• There are no formal rules or mechanisms for ensuring market stability and integrity, and
for safeguarding the collective interests of market participants.
• The OTC contracts are generally not regulated by a regulatory authority and the
exchange’s self-regulatory organization. They are however, affected indirectly by national
legal systems, banking supervision and market surveillance.
The OTC derivatives have grown faster than the exchange-traded contracts in the recent
years. Table 6.1 gives a bird’s eye view of these contracts as available worldwide on several
exchanges.
Table 6.1: Spectrum of Derivative Contracts Worldwide
Underlying
Asset
Type of Derivative Contract
Exchange-
traded futures
Exchange-
traded options
OTC swap OTC
forward
OTC option
Equity Index future /
Stock future
Index option/
Stock option
Equity
swap
Back to
back repo
agreement
Stock options /
Warrants
Interest
rate
Interest rate
futures linked
to MIBOR
Options on
futures
Interest
rate swaps
Forward rate
agreement
Interest rate
caps, floors
& collars,
Swaptions
(option on a
swap)
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Underlying
Asset
Type of Derivative Contract
Exchange-
traded futures
Exchange-
traded options
OTC swap OTC
forward
OTC option
Credit Bond future Option on Bond
future
Credit
default
swap/
Total
return
swap
Repurchase
agreement
Credit default
option
Foreign
exchange
Currency future Option on
currency future
Currency
swap
Currency
forward
Currency
option
The above list is not exhaustive. Several new and innovative contracts have been launched
over the past decade around the world, including option contracts on volatility indices.
6.4 Participants
The derivatives market is similar to any other financial market and has the following three
broad categories of participants:
• Hedgers
These are investors with a present or anticipated exposure to the underlying asset,
which is subject to price risks. Hedgers use the derivatives markets primarily for
price risk management of assets, liabilities and portfolios.
• Speculators
These are individuals who take a view on the future direction of the markets. They
speculate on whether prices would rise or fall in future; accordingly, they buy or sell
futures and options to try and make a profit from the future price movements of the
underlying asset.
• Arbitrageurs
They take positions in financial markets to earn riskless profits. The arbitrageurs
take short and long positions, in the same or different contracts, at the same time
to create a position which can generate a riskless profit.
6.5 Continuous Compounding
It is important to understand the principle of continuous compounding to get a feel on how
derivatives are priced.
Suppose you place money in a bank fixed deposit at 10% p.a., compounded annually. This
means that a principal of Rs. 1,000 will grow to Rs. 1,000 + 10% i.e. Rs. 1,100 in 1 year. It
can be written as A = P X (1+r/t)nt
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where, A is the amount to which the principal, P will grow in n years at annual interest rate
of r, with a compounding frequency of t, where t is the number of time periods which is
equivalent to a year.
For example, t = 1 for annual compounding, t = 4 for quarterly compounding, t = 365 for
daily compounding
Thus, annual compounding in the above example, gives us
A = Rs. 1,000 X (1 + 10%/1)1
= Rs. 1,100
The application of the formula and resulting variation in the amounts can be seen from the
following table:
Compounding
Frequency
Principal
(Rs.)
Rate of
Interest
Time
periods
in a year
No. of
years
n X t Amount
(Rs.)
P R t n A
Annually for 1 year 1,000 10% 1 1 1 1,100.000
Semi-annually for 1 year 1,000 10% 2 1 2 1,102.500
Quarterly for 1 year 1,000 10% 4 1 4 1,103.813
Monthly for 1 year 1,000 10% 12 1 12 1,104.713
Daily for 1 year 1,000 10% 365 1 365 1,105.156
Annually for 1 year 1,000 10% 1 2 2 1,210.000
Semi-annually for 1 year 1,000 10% 2 2 4 1,215.506
Quarterly for 1 year 1,000 10% 4 2 8 1,218.403
Monthly for 1 year 1,000 10% 12 2 24 1,220.391
Daily for 1 year 1,000 10% 365 2 730 1,221.369
The interest, in the case of bank deposit, may accrue to you on a day to day basis, but not
minute to minute, or second to second i.e. the your interest earning will not change between
10 am and 4 pm! This is an example of interest being discretely compounded.
Share prices trade in the market during fractions of a second. Therefore, your returns depend
on what point in time you trade. In such situations, discrete compounding is considered
erroneous. Therefore, continuous compounding is used. This is given by the formula
A = P X ern
where, ‘e’ is exponential function which is equal to 2.71828.
If the bank deposit were continuously compounded for 2 years, the amount would be
A = Rs. 1,000 X e (10% X 2)
= Rs. 1,221.377
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6.6 Why Derivatives?
The derivatives market performs a number of economic functions.
• Prices in an organized derivatives market reflect the perception of the market participants
about the future. The prices of derivatives converge with the prices of the underlying at
the expiration of the derivative contract. Thus derivatives help in discovery of future as
well as current prices.
• The derivatives market helps to transfer risks from those who have them, but do not like
them, to those who have an appetite for them.
• Derivatives, due to their inherent nature, are linked to the underlying cash markets. With
the introduction of derivatives, the underlying market witnesses higher trading volumes.
This is because of participation by more players, who would not otherwise participate
for lack of an arrangement to transfer risk. The enhanced trading volumes contribute to
liquidity in the underlying market.
• Speculative trades shift to a more controlled environment in derivatives market. In the
absence of an organized derivatives market, speculators trade in the underlying cash
markets. Margining, monitoring and surveillance of the activities of various participants
can become extremely difficult in these kinds of mixed markets.
• An important incidental benefit that flows from derivatives trading is that it acts as a
catalyst for new entrepreneurial activity. The derivatives have a history of attracting
many bright, creative, well-educated people with an entrepreneurial attitude. They
often energize others to create new businesses, new products and new employment
opportunities, the benefits of which are immense.
In a nut shell, derivatives markets help increase savings and investment in the long run.
Transfer of risk enables market participants to expand their volume of activity.
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Chapter 7: Equity Derivatives
7.1 Contract Structure
7.1.1 Nature of contract
Different kinds of derivative contracts are available in the markets. In equities, futures and
options are the popularly used contracts.
Within options, puts and calls are different contracts.
7.1.2 Underlying
Derivatives can be constructed on any underlying asset. Within the Indian equity domain, two
kinds of underlying are available:
• Stock Index e.g. S&P CNX Nifty – Related derivative products are Nifty Futures, Nifty Call
Options and Nifty Put Options
• Individual Stocks e.g. Infosys – Related derivative products are Infosys Futures, Infosys
Call Options and Infosys Put Options.
Futures and option contracts are available for every company whose stock has been admitted
by the exchange for derivative trading.
7.1.3 Contract Period
Each of the products mentioned above is available for different contract periods. Typically,
contracts on the NSE have one-month, two-month and three-month expiry cycles. The last
Thursday of each month has been set as the date of expiry of contracts.
Thus, on September 22, 2010 there will be contracts that expire in September, October and
November. The respective expiry dates would be September 30, 2010, October 28, 2010 and
November 25, 2010 (last Thursdays of each month).
On September 30, 2010, when the September series of contracts expire, a new series of
contracts is opened for December, which would expire on December 30, 2010.
Thus, for each of the contracts mentioned under the para ‘underlying’, there would be contracts
that mature in 1 month, 2 months and 3 months.
The above should give an idea of the range of derivative possibilities. Let us now take a closer
look at futures and options.
7.2 Futures
7.2.1 Terminology
• Spot price
The price at which an underlying asset trades in the spot market.
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• Futures price
The price that is agreed upon at the time of the contract for the delivery of an asset at a
specific future date.
• Contract cycle
The period over which a contract trades (one-month, two-month and three-month expiry
cycles, as discussed earlier)
• Expiry date
The date on which the final settlement of the contract takes place.
• Contract size / Contract Multiplier / Lot size
The amount of asset that has to be delivered under one contract. This is also called as
the lot size (eg. assume 1 Nifty Futures contract = 50, i.e. lot size = 50) .
• Basis
Basis is the futures price minus the spot price.
There will be a different basis for each delivery month for each contract.
In a normal market, basis will be positive. This reflects that futures prices normally
exceed spot prices.
• Cost of carry
Measures the interest that is paid to finance the asset less the income earned on the
asset.
• Initial margin
The amount that must be deposited in the margin account at the time a futures contract
is first entered into.
• Marking-to-market
At the end of each trading day, the margin account is adjusted to reflect the investor’s
gain or loss depending upon the futures closing price. This is called marking-to-market.
• Maintenance margin
Investors are required to place margins with their trading members before they are
allowed to trade. Based on marking-to-market, the investor would have notional profits or
notional losses. Accordingly, the value of his margin available to support the investment
position will go up or down.
If the balance in the margin account falls below the maintenance margin, the investor receives
a margin call and is expected to top up the margin account to the initial margin level before
trading commences on the next day. If the investor does not do so, the trading member is
entitled to close out some of the investor’s positions, so that the investor’s position is in line
with the margin available.
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7.2.2 Pay-off Matrix
This is nothing but the profits and losses for an investor at various price points.
Futures contracts have linear or symmetrical payoffs i.e. the losses as well as profits for the
buyer and the seller of a futures contract follow a straight line and are unlimited.
• Buyer of Futures (Long Futures)
Suppose an investor bought Bajaj Auto Futures when Bajaj Auto shares in the spot market
were trading at Rs. 5000.
o If later, Bajaj Auto shares were to go up, the investor will gain
o On the other hand, if Bajaj Auto shares were to fall, the investor will lose.
The pay-off matrix is shown in Figure [7.1].
Figure [7.1] Pay-off Matrix for Long Futures
When Bajaj Auto futures are at Rs. 5,000, the investor makes neither profits, nor losses.
If Bajaj Auto futures touch Rs. 7,000, the investor has a gain of Rs. 1,000.
If Bajaj Auto futures were to touch Rs. 4,000, the investor would have a loss of Rs. 1,000.
[In reality, the breakeven point for the investor would be more than Rs. 5,000, because of
transaction costs. However, for simplicity, transaction cost is kept out of the discussion)
• Seller of Futures (Short Futures)
Suppose an investor sold Bajaj Auto Futures when Bajaj Auto shares in the spot market
were trading at Rs5000.
o If later, Bajaj Auto shares were to go up, the investor will lose
o On the other hand, if Bajaj Auto shares were to fall, the investor will gain.
The pay-off matrix is shown in Figure [7.2].
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Figure [7.2] Pay-off Matrix for Short Futures
When Bajaj Auto futures are at Rs. 5,000, the investor makes neither profits, nor losses.
If Bajaj Auto futures touch Rs. 7,000, the investor has a loss of Rs. 1,000.
If Bajaj Auto futures were to touch Rs. 4,000, the investor would have a gain of Rs. 1,000.
7.2.3 Pricing of Futures
Futures are priced on the basis of cost of carry.
By going in for futures, an investor is able to take the same exposure as in a spot transaction,
but without having to pay the spot price. Thus, what he saves is the financing cost i.e. cost
of carry.
• Higher the interest rate, higher the cost of carry
• Longer the contract period, higher the cost of carry
In a parity situation, the difference between the spot price and futures price would be equal
to the cost of carry.
In the previous chapter, we discussed that in a continuous compounding model, A = P X ern
Here, the parallel of P, the principal, is the Spot Price. Let us call it S.
Similarly, the parallel of A, the amount, is the Futures Price. Let us call it F.
Therefore, the pricing model for futures can be defined as
F = S X ern
Suppose Bajaj Auto is trading in the spot market at Rs. 5,000 and financing is available at
10%.
A 1-month future on Bajaj Auto would be priced at
F = Rs. 5,000 X e(10% X 30/365)
= Rs. 5,041.27
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A 2-month future on Bajaj Auto would be priced at
F = Rs. 5,000 X e(10% X 60/365)
= Rs. 5,082.87
In practice, contracts have their lot sizes. Suppose the lot size for Bajaj Auto futures is
50 shares. This means that each Futures contract in Bajaj Auto would have an underlying of
50 shares.
In the above example, each futures contract in the market would therefore be priced at
50 X Rs. 5,082.87 i.e. Rs. 254,144.
The above calculations hold good, if Bajaj Auto does not declare a dividend during the contract
period.
If an investor holds an equity shares on a day when the share is entitled to a dividend from
the company, then the investor would receive that dividend. The effective cost of carry would
therefore be the financing cost less the dividend.
Suppose, in the above example, a dividend of Rs. 25 per share is payable during the contract
period, say 20 days into the contract. This can be continuously compounded for the balance
40 days (60 day contract less 20 days into the contract when dividend will be received). The
resulting value, which represents the continuously compounded dividend income, can be
reduced from the Futures price given above. Thus, the 2-month future on Bajaj Auto, with the
expected dividend, would be priced at,
F = Rs. 5,000 X e(10% X 60/365) – Rs. 25 X e(10% X 40/365)
= Rs. 5,082.87 – Rs. 25.41
= Rs. 5,057.46
7.2.4 Convergence of Spot and Futures
As the contract approaches its expiry, the spot price and futures price would converge i.e. the
basis (Futures price minus Spot price) would become zero.
This can be seen pictorially in Figure [7.3].
Figure [7.3] Basis during Contract Period
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7.2.5 Applications of Futures
• Risk Management: Long Security, Sell Futures
Suppose an investor holds the shares of a company. He sees the value of his security
falling from Rs. 450 to Rs. 390.
In the absence of stock futures, he would either suffer the discomfort of a price fall
or sell the security in anticipation of a market upheaval.
With stock futures, he can minimize his price risk. All he needs to do is enter into an
offsetting stock futures position. In this case, he can sell futures on the stock.
Assume that the spot price of the security which he holds is Rs. 390. Two-month
futures cost him Rs. 402. For this he pays an initial margin.
Now if the price of the security falls any further, he will suffer losses on the security
he holds. However, the losses he suffers on the security, will be offset by the profits
he makes on his short futures position.
For instance, if the price of his security falls to Rs. 350. The fall in the price of the
security will result in a fall in the price of futures. Futures will now trade at a price
lower than the price at which he entered into a short futures position. Hence his short
futures position will start making profits. The loss of Rs. 40 incurred on the security
he holds, will be made up by the profits made on his short futures position.
• Speculation: Bullish on Security, buy Futures
Take the case of a speculator who is bullish on a security. He believes that a particular
security that trades at Rs. 1,000 is undervalued and expects its price to go up in the
next two-three months. How can he trade based on this belief?
In the absence of stock futures, he would have to buy the security and hold on to it.
Assume that he buys 100 shares, which cost him one lakh rupees. His hunch proves
correct and two months later the security closes at Rs. 1,010. He makes a profit of
Rs. 1,000 on an investment of Rs. 100,000 for a period of two months. This works
out to an annual return of (Rs. 1,000 ÷ Rs. 100,000) X (12 ÷ 2) i.e. 6 percent.
Today a speculator can take exactly the same position on the security by using
futures contracts. Suppose the stock trades at Rs. 1,000 and two-month futures on
the stock trade at Rs. 1,006.
Just for the sake of comparison, assume that the minimum contract value is
Rs100,000. He buys stock futures for the 100 underlying shares, for which he pays
a margin of Rs. 20,000.
Two months later the security closes at Rs. 1,010. On the day of expiration,
the futures price converges to the spot price and he makes a profit of Rs. 400
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– but, on an investment of Rs. 20,000. This works out to an annual return of
(Rs400 ÷ Rs20,000) X (12 ÷ 2) i.e. 12 percent.
The leverage that futures provide, makes it an attractive option for speculators.
• Speculation: Bearish on Security, Sell Futures
Take the case of a speculator who is bearish on a security. He believes that a particular
security that trades at Rs. 1,000 is overvalued and expects its price to go up in the
next two-three months. How can he trade based on this belief?
In the absence of stock futures, it is difficult to benefit from this belief.
Today a speculator can take a short position on the security by using futures contracts.
Suppose the stock trades at Rs. 1,000 and two-month futures on the stock trade at
Rs. 1,005.
Just for the sake of comparison, assume that the minimum contract value is Rs.
100,000. He sells stock futures for the 100 underlying shares, for which he pays a
small margin.
Two months later the security closes at Rs. 990. On the day of expiration, the futures
price converges to the spot price and he makes a profit of Rs. 15 per share on 100
shares i.e. Rs. 1,500.
Thus, the speculater is able to benefit from his bearish view.
• Arbitrage: Over-priced Futures – Buy Spot, Sell Futures
As we discussed earlier, the cost-of-carry ensures that the futures price stay in tune
with the spot price. Whenever the futures price deviates substantially from its fair
value, arbitrage opportunities arise.
If you notice that futures on a security that you have been observing seem overpriced,
how can you cash in on this opportunity to earn riskless profits?
Suppose ABC Ltd. trades at Rs. 1000. One-month ABC futures trade at Rs. 1025 and
seem overpriced. As an arbitrageur, you can make riskless profit by entering into the
following set of transactions.
1. On day one, borrow funds, buy the security on the cash/spot market at
Rs. 1,000.
2. Simultaneously, sell the futures on the security at Rs. 1,025.
3. Take delivery of the security purchased and hold the security for a month.
4. On the futures expiration date, the spot and the futures price converge. Now
unwind the position.
5. Say the security closes at Rs. 1015. Sell the security.
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6. Futures position expires with profit of Rs. 10.
7. The result is a riskless profit of Rs. 15 on the spot position and Rs. 10 on the
futures position.
8. Return the borrowed funds.
If the cost of borrowing funds to buy the security is less than the arbitrage profit
possible, it makes sense for you to arbitrage. In the real world, one has to build in
the transactions costs into the arbitrage strategy.
• Arbitrage: Under-priced Futures – Buy Futures, Sell Spot
Suppose you notice that the futures on a security you hold seem underpriced. How
can you cash in on this opportunity to earn riskless profits?
For instance, ABC Ltd. trades at Rs. 1,000. One-month ABC futures trade at Rs. 965
and seem underpriced.
As an arbitrageur, you can make riskless profit by entering into the following set of
transactions.
1. On day one, sell the security in the cash/spot market at Rs. 1,000.
2. Make delivery of the security.
3. Simultaneously, buy the futures on the security at Rs. 965.
4. On the futures expiration date, the spot and the futures price converge. Now
unwind the position.
Say the security closes at Rs. 975. Buy back the security.
6. The futures position expires with a profit of Rs. 10.
7. The result is a riskless profit of Rs. 25 on the spot position and Rs. 10 on the
futures position.
If the returns you get by investing in riskless instruments is more than the return
from the arbitrage trades, it makes sense for you to arbitrage. This is termed as
reverse-cash-and-carry arbitrage. It is this arbitrage activity that ensures that the
spot and futures prices stay in line with the cost-of-carry.
As we can see, exploiting arbitrage involves trading on the spot market. As more
and more players in the market develop the knowledge and skills to do cash-and-
carry and reverse cash-and-carry, we will see increased volumes and lower spreads
in both the cash as well as the derivatives market.
• Risk Management: Selling Index Futures
On March 12, 2010, an investor buys 3,100 shares of Hindustan Lever Limited (HLL)
@ Rs. 290 per share (approximate portfolio value of Rs. 9,00,000). However, the
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investor fears that the market will fall and thus needs to hedge. He uses Nifty March
Futures to hedge.
o HLL trades as Rs. 290
o Nifty index is at 4,100
o March Nifty futures are trading at Rs. 4,110
o The beta of HLL is 1.13.
To hedge, the investor needs to sell [Rs. 9,00,000 * 1.13] i.e. Rs. 10,17,000 worth
of Nifty futures (10,17,000/4110 = 250 Nifty Futures approx. or 3 Nifty contracts
assuming lot size is 50)
On March 19, 2010, suppose the market falls.
o March Nifty futures is trading at Rs. 3,915
o HLL trades at Rs. 275 (prices do not move exactly as per their Beta. Beta is only
a pointer to the direction and magnitude of likely movement)
Thus, the investor’s loss in HLL would Rs. 46,500 (Rs. 15 X 3100). The investor’s
portfolio value now drops to Rs. 8,53,500 from Rs. 9,00,000.
However, the investor’s March Nifty futures position gains by Rs. 48,750
(Rs. 195 X 250). This increases the portfolio value to Rs. 9,02,250 (Rs. 8,53,500 +
Rs. 48,750).
Thus, the investor does not face any loss in the portfolio. Without an exposure to
Nifty Futures, he would have faced a loss of Rs. 46,500. Hedging:
o Prevents losses despite fall in the value of the underlying shares
o Helps investors to continue to hold the shares, while taking care of intermittent
losses
o Can be done by anyone with an exposure to an underlying asset class.
Warning
Hedging involves costs and the outcome may not always be favourable. If prices move in the
reverse direction, then instead of compensating for losses, the hedge may magnify the loss.
Therefore the strength of the beta relationship has to be studied deeply, and the hedge needs
to be constructed intelligently.
Thus, futures can be used for various risk management, arbitrage and speculative purposes.
7.3 Options
7.3.1 Terminology
• Index option
An option with an index as the underlying. They can be European or American. They
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are always cash settled i.e. at the end of the contract period, profits / losses are
determined and settled in cash.
• Stock option
An option with an individual stock as the underlying. They give the holder the right
to buy or sell shares at the specified price. Currently, in India, stock options too are
cash settled.
• Call option
It gives the holder the right but not the obligation to buy an asset, on or by a certain
date, for a certain price.
• Put option
It gives the holder the right but not the obligation to sell an asset, on or by a certain
date, for a certain price.
• Option price/premium
The price which the option buyer pays to the option seller.
• Buyer of an option
The buyer of an option is the one, who, by paying the option premium, buys the
right but not the obligation to exercise his option on the seller/writer.
• Writer of an option
The writer of a call/put option is the one, who, receives the option premium and is
thereby obliged to sell/buy the asset if the option buyer exercises his right.
• Expiration date
The date specified in the options contract is known as the expiration date, the
exercise date, the strike price date or the maturity.
• Strike price
The price specified in the options contract is known as the strike price or the exercise
price.
• American options
These can be exercised at any time upto the expiration date. Most exchange-traded
options are American.
• European options
These can be exercised only on the expiration date. European options are easier
to analyze than American options. Properties of an American option are frequently
deduced from those of its European counterpart.
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• In-the-money option
An in-the-money (ITM) option would lead to a positive cash flow to the holder if it
were exercised immediately.
o A call option on the index is said to be in-the-money when the current index
stands at a level higher than the strike price [i.e. spot price (St) > strike
price (k)].
If the index is much higher than the strike price, the call is said to be deep
ITM.
o A put is said to be ITM if the index is below the strike price.
• At-the-money option
An at-the-money (ATM) option would lead to zero cash flow if it were exercised
immediately.
An option on the index is at-the-money when the current index equals the strike
price [i.e. spot price (St) = strike price (k)].
• Out-of-the-money option
An out-of-the-money (OTM) option would lead to a negative cash flow if it were
exercised immediately.
o A call option on the index is out-of-the-money when the current index stands
at a level which is less than the strike price [i.e. spot price (St) < strike price
(k)].
If the index is much lower than the strike price, the call is said to be deep
OTM.
o In the case of a put, the put is OTM if the index is above the strike price.
• Intrinsic value of an option
The option premium has two components - intrinsic value and time value.
o Intrinsic value of an option at a given time is the amount the holder of the
option will get if he exercises the option at that time.
� The intrinsic value of a call is Max[0, (St — K)]. This means that the
intrinsic value of a call is the greater of 0 or (St — K).
� The intrinsic value of a put is Max[0, K — St]. This means that the intrinsic
value of a put is the greater of 0 or (K — St).
o The time value of an option is the difference between its premium and its
intrinsic value. Both calls and puts have time value.
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The longer the time to expiration, the greater is an option’s time value, all else
equal. At expiration, an option should have no time value.
7.3.2 Futures & Options
A comparision of the two is presented in Table [7.1].
Table 7.1: Comparison between Futures and Options
Futures Options
Exchange traded, with novation Same as futures.
Exchange defines the product Same as futures.
Price is zero, strike price moves Strike price is fixed, price moves.
Price is zero Price is always positive.
Linear payoff Nonlinear payoff.
Both long and short at risk Only short at risk.
More generally, options offer “non-linear payoffs” whereas futures only have “linear payoffs”.
By combining futures and options, a wide variety of innovative and useful payoff structures
can be created.
7.3.3 Pay-off Matrix
Option contracts have non-linear or asymmetrical payoffs i.e. the losses and profits for the
buyer and the seller of an options contract do not follow a straight line. One party (option
buyer) to the contract can have unlimited upside, while limiting its downside (to the option
premium); losses of the other party (option seller) can be unlimited, for a limited upside
(option premium).
• Going Long on an Asset
An investor buys the underlying asset, Nifty for instance, for Rs. 2220, and sells it at
a future date at an unknown price, St. Once it is purchased, the investor is said to
be “long” the asset. Figure [7.4] shows the payoff for a long position on the Nifty.
Figure [7.4]: Payoff for investor who is Long Nifty at 2220
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The investor bought the index at Rs. 2220. If the index goes up (to say, 2280)
there is a profit of Rs. 60; if the index goes down (to say, 2160), he suffers loss of
Rs. 60.
• Going Short on an Asset
An investor shorts (i.e. sells an asset that he does not own) the underlying asset,
Nifty for instance, for Rs. 2220, and buys it at a future date at an unknown price,
St. Once it is sold, the investor is said to be “short” the asset. Figure [7.5] shows
the payoff for a short position on the Nifty.
Figure [7.5]: Payoff for investor who is Short Nifty at 2220
The investor sold the index at Rs. 2220. If the index goes up (to say, 2280) there is
a loss of Rs. 60; if the index goes down (to say, 2160), he earns a profit of Rs. 60.
• Going Long on a Call Option
A call option gives the buyer the right to buy the underlying asset at the strike price
specified in the option. The profit/loss that the buyer makes on the option depends
on the spot price of the underlying.
o If upon expiration, the spot price exceeds the strike price, he makes a profit.
Higher the spot price, more is the profit.
o If the spot price of the underlying is less than the strike price, the option expires
un-exercised. The loss in this case is the premium paid for buying the option.
Figure [7.6] gives the payoff for the buyer of a three month call option (often
referred to as long call) with a strike price of Rs. 2250 bought at a premium of
Rs. 86.60.
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Figure [7.6]: Payoff for buyer of call option
As can be seen:
o As the spot Nifty rises, the call option is in-the-money.
o If upon expiration, Nifty closes above the strike price of Rs. 2250, the buyer
would exercise his option and profit to the extent of the difference between the
Nifty-close and the strike price.
The profits possible on this option are potentially unlimited.
o However, if Nifty falls below the strike price of Rs. 2250, he lets the option
expire.
The losses are limited to the extent of the premium paid for buying the option.
• Going Short on a Call Option
A call option gives the buyer the right to buy the underlying asset at the strike price
specified in the option. For selling the option, the writer of the option charges a
premium. The profit/loss that the buyer makes on the option depends on the spot
price of the underlying. Whatever is the buyer’s profit is the seller’s loss.
o If upon expiration, the spot price exceeds the strike price, the buyer will exercise
the option on the writer. Hence as the spot price increases the writer of the
option starts making losses. Higher the spot price, more are the losses.
o If upon expiration, the spot price of the underlying is less than the strike price,
the buyer lets his option expire un-exercised. The writer gets to keep the
premium.
Figure [7.7] gives the payoff for the writer of a three month call option (often
referred to as short call) with a strike price of Rs. 2250 sold at a premium of
Rs. 86.60.
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Figure [7.7]: Payoff for writer of call option
It can be seen that:
o As the spot Nifty rises, the call option is in-the-money and the writer starts
making losses.
o If upon expiration, Nifty closes above the strike price of Rs. 2250, the buyer
would exercise his option on the writer, who would suffer a loss to the extent of
the difference between the Nifty-close and the strike price.
o The loss that can be incurred by the writer of the option is potentially unlimited,
whereas the maximum profit is limited to the extent of the up-front option
premium of Rs. 86.60 charged by him.
• Going long on a Put Option
A put option gives the buyer the right to sell the underlying asset at the strike price
specified in the option. The profit/loss that the buyer makes on the option depends
on the spot price of the underlying.
o If upon expiration, the spot price is below the strike price, there is a profit.
Lower the spot price more is the profit.
o If the spot price of the underlying is higher than the strike price, the option
expires un-exercised. His loss in this case is the premium he paid for buying the
option.
Figure [7.8] gives the payoff for the buyer of a three month put option (often
referred to as long put) with a strike price of Rs. 2250 bought at a premium of
Rs. 61.70.
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Figure [7.8]: Payoff for buyer of put option
The figure shows that:
o As the spot Nifty falls, the put option is in-the-money.
o If upon expiration, Nifty closes below the strike price of Rs. 2250, the buyer
would exercise his option and profit to the extent of the difference between the
strike price and Nifty-close.
Lower the spot price more is the profit. The profits possible on this option can
be as high as the strike price.
o However if Nifty rises above the strike price of Rs. 2250, the option expires
worthless.
The losses are limited to the extent of the premium paid for buying the option.
• Going Short on a Put Option
A put option gives the buyer the right to sell the underlying asset at the strike price
specified in the option. For selling the option, the writer of the option charges a
premium.
The profit/loss that the buyer makes on the option depends on the spot price of the
underlying. Whatever is the buyer’s profit is the seller’s loss.
o If upon expiration, the spot price happens to be below the strike price, the
buyer will exercise the option on the writer.
o If upon expiration the spot price of the underlying is more than the strike
price, the buyer lets his option go un-exercised and the writer gets to keep the
premium.
Figure [7.9] gives the payoff for the writer of a three month put option (often
referred to as short put) with a strike price of Rs. 2250 sold at a premium of
Rs. 61.70.
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Figure [7.9]: Payoff for writer of put option
It can be seen that:
o As the spot Nifty falls, the put option is in-the-money and the writer starts making
losses.
o If upon expiration, Nifty closes below the strike price of Rs. 2250, the buyer would
exercise his option on the writer, who would suffer a loss to the extent of the
difference between the strike price and Nifty-close.
o The loss that can be incurred by the writer of the option is to maximum extent of
the strike price (Since the worst that can happen is that the asset price can fall to
zero).
o The maximum profit is limited to the extent of the up-front option premium of
Rs.61.70 charged by him.
7.3.4 Pricing of Options
As with any free market, it is the supply and demand in the secondary market that drives the
price of an option.
There are various models which help us get close to the true price of an option. Most popular
among them are the binomial option pricing model and the much celebrated Black-Scholes
model.
Today most calculators and spread-sheets come with a built-in Black-Scholes options pricing
formula. Therefore, to price options, we don’t really need to memorize the formula. All we
need to know is the variables that go into the model.
The Variables
Option prices are affected by six factors. These are Spot Price (S), Strike price (X), Volatility
(σ) of spot price, Time for expiration of contract (T), risk free rate of return (r) and Dividend
on the asset (D).
o The price of a call option rises with rise in spot price, as, due to rise in prices the
option becomes more likely to be exercised.
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Price of a call option however falls with the rise in strike price as the payoff (S-X)
falls.
The opposite is true for the price of put options.
o The rise in volatility levels of the stock price however leads to increase in price of
both call and put options.
o The option price is higher for an option which has a longer period to expire. Option
prices tend to fall as contracts are close to expiry. This is because, longer the term
of an option, higher is the likelihood or probability that it would be exercised.
It should be noted that the time factor is applicable only for American options and
not European types.
o The rise in risk free rate tends to increase the value of call options and decrease the
value of put options.
o Similarly price of a call option is negatively related with size of anticipated
dividends.
o Price of put option is positively related with size of anticipated dividends.
All option contracts have price limits. This implies that one would pay a definite
maximum or a definite minimum price for acquiring an option. The limits can be
defined as follows:
o The maximum price of a call option can be the price of underlying asset. In case of
stocks a call option on it can never be larger than its spot price.
This is true for both European and American call options.
o The minimum price for a European call option would always be the difference in the
spot price (S) and present value of the strike price (x). Symbolically it can be written
as equal to S - Xe –rt. Here X has been discounted at the risk free rate.
This is true only for European options.
o The maximum price for a put option can never be more than the present value of
the strike price X (discounted at risk free rate r).
This is true for both types of options European and American.
o The minimum price of the European put option would always be equal to difference
between present value of strike price and the spot price of the asset. This can be
symbolically expressed as Xe –rt –S.
For the sake of simplicity the above relationships have been written for options on
non-dividend paying stocks. In practice, a minor adjustment is done is the formulae
to calculate the price limits for options on dividend paying stocks.
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The Black Scholes Merton Model of Option Pricing (BSO)
This model of option pricing was first mentioned in articles “The Pricing of Options
and Corporate Liabilities” by F. Black and M. Scholes, published in the Journal of
Political Economy and “Theory of Rational Option Pricing” by R. C. Merton in Bell
Journal of Economics and Management Science.
It was later considered a major breakthrough in the area of option pricing and had
a tremendous influence on the way traders price and hedge the options.
The model is based on the premise that stock price changes are random in nature
but log normally distributed and that technical analysis does not matter.
According to the BSO model the option price and the stock price depend on the
same underlying source of uncertainty and we can form a portfolio consisting of the
stock and the option, which eliminates this source of uncertainty. Such a portfolio is
instantaneously riskless and must instantaneously earn the risk-free rate.
The result of this analysis was the Black-Scholes differential equation which is given
as (without proof).
Here S is stock price, t is term of the option (time to maturity), r the risk free rate,
and σ the volatility of stock price.
The Black-Scholes formulas for the prices of European calls and puts with strike
price X on a non-dividend paying stock are the roots of the differential equation
(without proof):
o N(x) is the cumulative distribution function for a standardized normal
distribution.
o The expression N(d2) is the probability that the option will be exercised in a
risk neutral world, so that N(d2) is the strike price times the probability that the
strike price will be paid.
o The expression S0N(d1)ert is the expected value of a variable that equals
ST if ST>X and is 0 otherwise in a risk neutral world. Here ST is the spot price
at time T and X is the strike price.
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o σ (sigma), a measure of volatility, is the annualized standard deviation of
continuously compounded returns on the underlying. When daily sigma is given,
they need to be converted into annualized sigma.
o Sigma annual = sigma daily × √Number of trading days per year. On an average
there are 250 trading days in a year.
o X is the exercise price, S the spot price and T the time to expiration measured
in years.
o When S becomes very large a call option is almost certain to be exercised.
o It also becomes similar to a forward contract with a delivery price K. Thus the
call option price will be c = S - Xe-r T
o As S becomes very large both N(d1) and N(d2) are both close to 1.0.
o Similarly the put option price will be 0 as N(-d1) and N (-d2) will be close
to 0.
o Similarly when σ approaches zero d1 and d2 tend to infinity so that N(d1) and
N(d2) tend to 1.0 and the value of call option is: c = S - X e-r T
Thus the call price will always be the max (S - X e-r T ,0).
The Black Scholes model uses continuous compounding, which was discussed earlier. One
need not remember the formulae or equation as several option price calculators are available
freely (in spreadsheet formats also).
The Greeks
Each Greek letter measures a different dimension to the risk in an option position. These are
used by traders who have sold options in the market. Aim of traders is to manage the Greeks
in order to manage their overall portfolio.
There are five Greeks used for hedging portfolios of options with underlying assets (index or
individual stocks). These are denoted by delta, theta, gamma, vega and rho each represented
by Greek letters Δ, Θ, Γ, ν and ρ.
o Delta (Δ)
In general, delta (Δ) of a portfolio is the change in value of the portfolio with respect to a
small change in price of the underlying asset. Delta of an option, on the other hand, is the
rate of change of the option price with respect to price of the underlying asset.
It is the slope of the curve that relates the option price to the price of the underlying
asset. Suppose the Δ of a call option on a stock is 0.5. This means that when the stock
price changes by one, the option price changes by about 0.5, or 50% of the change in
the stock price.
Figure [7.10] shows the delta of a stock option.
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Expressed differently, it is the change in the price of call option per unit change in the
spot price of the underlying asset. Δ = ∂C/∂S.
The delta of a European call on a stock paying dividends at rate q, is N (d1)e–qT .
The delta of a European put is e–qT [N(d1) – 1].
The Δ of a call is always positive and the Δ of a put is always negative.
As the stock price (underlying asset) changes delta of the option also changes. In order
to maintain delta at the same level, a given number of stocks (underlying asset) need to
be bought or sold in the market. Maintaining delta at the same level is known as delta
neutrality or delta hedging.
Figure [7.10] Δ as slope
o Gamma (Γ)
Γ is the rate of change of the option’s Delta Δ with respect to the price of the underlying
asset. In other words, it is the second derivative of the option price with respect to price
of the underlying asset.
o Theta (Θ)
Θ of a portfolio of options, is the rate of change of the value of the portfolio with respect
to the passage of time, with all else remaining the same.
Θ is also referred to as the time decay of the portfolio.
Θ is the change in the portfolio value when one day passes with all else remaining the
same. We can either measure Θ “per calendar day” or “per trading day”.
To obtain the per calendar day, the formula for Theta must be divided by 365; to obtain
Theta per trading day, it must be divided by 250.
o Vega (ν)
The vega of a portfolio of derivatives is the rate of change in the value of the portfolio
with respect to volatility of the underlying asset.
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� If it is high in absolute terms, the portfolio’s value is very sensitive to small changes
in volatility.
� If it is low in absolute terms, volatility changes have relatively little impact on the
value of the portfolio.
o Rho(ρ)
The ρ of a portfolio of options is the rate of change of the value of the portfolio with
respect to the interest rate. It measures the sensitivity of the value of a portfolio to
interest rates.
7.3.5 Applications of Options
All the strategies that can be implemented using stock futures can also be implemented using
index options.
• Risk Management: Long Security, Buy Puts
Owners of stocks or equity portfolios often experience discomfort about the overall
stock market movement. As an owner of stocks or an equity portfolio, sometimes
one may have a view that stock prices will fall in the near future. At other times one
may witness massive volatility. The union budget is a common and reliable source
of such volatility: market volatility is always enhanced for one week before and two
weeks after a budget. Many investors simply do not want the fluctuations of these
three weeks. One way to protect your portfolio from potential downside due to a
market drop is to buy insurance using put options.
Index and stock options are a cheap and can be easily implemented to seek insurance
from the market ups and downs. The idea is simple. To protect the value of your
portfolio from falling below a particular level, buy the right number of put options
with the right strike price.
o If you are only concerned about the value of a particular stock that you hold,
buy put options on that stock.
When the stock price falls your stock will lose value and the put options bought
by you will gain, effectively ensuring that the total value of your stock plus put
does not fall below a particular level. This level depends on the strike price of
the stock options chosen by you.
o If you are concerned about the overall portfolio, buy put options on the index.
When the index falls, your portfolio will lose value and the put options bought
by you will gain, effectively ensuring that the value of your portfolio does not
fall below a particular level. This level depends on the strike price of the index
options chosen by you.
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Portfolio insurance using put options is of particular interest to mutual funds
who already own well-diversified portfolios. By buying puts, the fund can limit
its downside in case of a market fall.
• Speculation: Bullish on Security, Buy Call or Sell Put
There are times when investors believe that security prices are going to rise. How
does one implement a trading strategy to benefit from an upward movement in the
underlying security? Using options there are two ways one can do this:
1. Buy call options; or
2. Sell put options
Call Buying Strategy
We have already seen the payoff of a call option. The downside to the buyer of the
call option is limited to the option premium he pays for buying the option. His upside
however is potentially unlimited.
Suppose you have a hunch that the price of a particular security is going to rise in
a month. Your hunch proves correct and the price does indeed rise; it is this upside
that you cash in on. However, if your hunch proves to be wrong, and the security
price plunges down, what you lose is only the option premium.
Having decided to buy a call, which one should you buy?
Let us take a look at call options with different strike prices. Assume that the current
price level is Rs. 1,250, risk-free rate is 12% per year and volatility of the underlying
security is 30%. The following options are available:
1. A one month call with a strike price of Rs. 1,200.
2. A one month call with a strike price of Rs. 1,225.
3. A one month call with a strike price of Rs. 1,250.
4. A one month call with a strike price of Rs. 1,275.
5. A one month call with a strike price of Rs. 1,300.
The premia for the options is shown in Table [7.2].
Table[7.2] Call and Put Premia – Underlying at 1,250
Underlying Strike price of option
Call Premium (Rs.)
Put Premium (Rs.)
1250 1200 80.10 18.15
1250 1225 63.65 26.50
1250 1250 49.45 37.00
1250 1275 37.50 49.80
1250 1300 27.50 64.80
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Figure [7.11]: Payoff for buyer of call options at various strike prices
The in-the-money option with a strike price of Rs. 1200 has the highest premium
of Rs. 80.10 whereas the out-of-the-money option with a strike price of 1300 has
the lowest premium of Rs. 27.50. Out of the five one-month calls trading in the
market:
o The call with a strike price of Rs. 1200 is deep in-the-money and hence trades
at a higher premium.
o The call with a strike price of Rs. 1275 is out-of-the-money and trades at a low
premium.
o The call with a strike price of Rs. 1300 is deep-out-of-money. Its execution
depends on the unlikely event that the price of underlying will rise by more than
50 points on the expiration date. Hence buying this call is basically like buying
a lottery. There is a small probability that it may be in-the-money by expiration
in which case the buyer will profit.
In the more likely event of the call expiring out-of-the-money, the buyer simply
loses the small premium amount of Rs. 27.50.
Which of these options you choose largely depends on how strongly you feel about
the likelihood of the upward movement in the price, and how much you are willing
to lose should this upward movement not come about.
Put Selling Strategy
As a person who wants to speculate on the hunch that prices may rise, you can also
choose to sell or write puts.
As the writer of puts, you face a limited upside and an unlimited downside. If prices
do rise, the buyer of the put will let the option expire and you will earn the premium.
If however your hunch about an upward movement proves to be wrong and prices
actually fall, then your losses directly increase with the falling price level.
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Figure [7.12]: Payoff for writer of put options at various strike prices
The in-the-money option with a strike price of Rs. 1,300 fetches the highest premium
of Rs. 64.80 whereas the out-of-the-money option with a strike price of Rs. 1200
has the lowest premium of Rs. 18.15. Out of the five one-month puts trading in the
market:
o The put with a strike price of Rs. 1,300 is deep in-the-money and trades at a
higher premium than the at-the-money put at a strike price of Rs. 1,250.
o The put with a strike price of Rs. 1,200 is deep out-of-the-money and will only
be exercised in the unlikely event that underlying falls by 50 points on the
expiration date.
If, for instance, the price of the underlying falls to Rs. 1,230; you have sold a put
with an exercise of Rs. 1,300. The buyer of the put will exercise the option and you
will end up losing Rs. 70. Taking into account the premium earned by you, when
you sold the put (Rs. 64.80 as seen in Table[7.2]), the net loss on the trade is
Rs. 5.20.
Which of these puts should you write? This largely depends on how strongly you feel
about the likelihood of the upward movement in the prices of the underlying. If you
write an at-the-money put, the option premium earned by you will be higher than
if you write an out-of-the-money put. However the chances of an at-the-money put
being exercised on you are higher as well.
• Speculation: Bearish on Security, Sell Call or Buy Put
Do you sometimes think that the market is going to drop? Could you make a profit by
adopting a position on the market? Due to poor corporate results, or the instability
of the government, many people feel that the stocks prices would go down. How
does one implement a trading strategy to benefit from a downward movement in the
market?
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Today, using options, you have two choices:
1. Sell call options; or
2. Buy put options
Call Selling Strategy
We have already seen the payoff of a call option. The upside to the writer of the call
option is limited to the option premium he receives upfront for writing the option.
His downside however is potentially unlimited.
Suppose you have a hunch that the price of a particular security is going to fall in a
month. Your hunch proves correct and it does indeed fall; it is this downside that you
cash in on. When the price falls, the buyer of the call lets the call expire and you get
to keep the premium. However, if your hunch proves to be wrong and the market
soars up instead, what you lose is directly proportional to the rise in the price of the
security.
The pay-offs for the seller of call options, based on the premia show in Table [7.2],
are shown in Figure [7.13].
Figure [7.13]: Payoff for seller of call option at various strike prices
Which of these calls should you write? This largely depends on how strongly you feel
about the likelihood of the downward movement in the prices of the underlying. If
you write an at-the-money call, the option premium earned by you will be higher
than if you write an out-of-the-money call. However the chances of an at-the-money
call being exercised on you are higher as well.
Put Buying Strategy
As a person who wants to speculate on the hunch that the market may fall, you can
also buy puts.
As the buyer of puts you face an unlimited upside but a limited downside. If the
price does fall, you profit to the extent the price falls below the strike price of the
put purchased by you. If however your hunch about a downward movement in the
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market proves to be wrong and the price actually rises, all you lose is the option
premium.
If, for instance, the security price rises to Rs. 1300; you’ve bought a put with an
exercise of Rs. 1250. You simply let the put expire. If however the price does fall to
say Rs. 1225 on expiration date, you make a neat profit of Rs. 25.
The pay-offs for the buyer of put options, based on the premia show in Table [7.2],
are shown in Figure [7.14].
Figure [7.14]: Payoff for buyer of put option at various strike prices
The in-the-money option has the highest premium of Rs.64.80 whereas the out-of-
the-money option has the lowest premium of Rs. 18.50.
Which of the 5 put options mentioned in Table [7.2] you buy, largely depends on how
strongly you feel about the likelihood of the downward movement of prices and how much
you are willing to lose should this downward movement not come about.
• Bull Spread: Buy Call, Sell another Call
There are times when you think the market is going to rise over the next two
months. However in the event that the market does not rise, you would like to limit
your downside.
One way you could do this is by entering into a spread. A spread trading strategy
involves taking a position in two or more options of the same type, that is, two or
more calls or two or more puts. A spread that is designed to profit if the price goes
up is called a bull spread.
How does one go about doing this? This is basically done utilizing two call options
having the same expiration date, but different exercise prices. The buyer of a bull
spread
o Buys a call with an exercise price below the current index level and
o Sells a call option with an exercise price above the current index level.
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The trade is a spread because it involves buying one option and selling a related
option. The spread is a bull spread because the trader hopes to profit from a rise in
the index.
The figure [7.15] shows the profits/losses for a bull spread as follows:
o Buys a call with an exercise price of Rs. 3,800 – paying a premium of Rs. 80
(Dotted line, going upwards).
o Sells a call option with an exercise price of Rs. 4,200 – receiving a premium of
Rs. 40 (Dotted line, going downwards).
Figure [7.15]: Payoff for a bull spread created using call options
The payoff from the combination of the 2 calls is shown by the non-dotted line that
starts flat, slopes upwards and then becomes flat again. As can be seen,
o The cost of setting up the spread is Rs. 40 which is the difference between the
call premium paid and the call premium received. The downside on the position is
limited to this amount.
o As the index moves above 3800, the position starts making profits (cutting losses)
until the index reaches Rs. 4200.
o Beyond Rs. 4200, the profits made on the long call position get offset by the losses
made on the short call position and hence the maximum profit on this spread is
made if the index on the expiration day closes at Rs. 4200.
o Hence the payoff on this spread lies between -40 to 360.
Compared to buying the underlying asset itself, the bull spread with call options
limits the trader’s risk, but the bull spread also limits the profit potential.
Somebody who thinks the index is going to rise, but not above Rs. 4200 would buy
this spread. Hence he does not want to stop with buying a call at Rs. 3800 and
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paying a premium of Rs. 80 for an unlimited upside he believes will not happen. So
he sells a call for the upside beyond Rs. 4200, for which he receives a premium of
Rs. 40. The first call bought, protects him from losing unlimited money in the second
call written.
In short, the bull spread limits both the upside potential as well as the downside
risk. Table [7.3] gives the profit/loss incurred on a spread position as the index
changes.
Table [7.3]: Expiration day cash flows for a Bull spread using two-month calls
Nifty Buy Jan 3800 Call
Sell Jan 4200 Call
Cash Flow (Rs.)
Profit & Loss (Rs.)
3700 0 0 0 -40
3750 0 0 0 -40
3800 0 0 0 -40
3850 +50 0 50 +10
3900 +100 0 100 +60
3950 +150 0 150 +110
4000 +200 0 200 +160
4050 +250 0 250 +210
4100 +300 0 300 +260
4150 +350 0 350 +310
4200 +400 0 400 +360
4250 +450 -50 400 +360
4300 +500 -100 400 +360
Broadly, we can have three types of bull spreads:
1. Both calls initially out-of-the-money.
2. One call initially in-the-money and one call initially out-of-the-money, and
3. Both calls initially in-the-money.
The decision about which of the three spreads to undertake depends upon how
much risk the investor is willing to take. The most aggressive bull spreads are of
type 1. They cost very little to set up, but have a very small probability of giving a
high payoff.
• Bear Spread: Sell Call, Buy another Call
There are times when you think the market is going to fall over the next two months.
However in the event that the market does not fall, you would like to limit your
downside. A spread that is designed to profit if the price goes down is called a bear
spread.
This is basically done utilizing two call options having the same expiration date, but
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different exercise prices. In a bear spread, the strike price of the option purchased
is greater than the strike price of the option sold. The buyer of a bear spread
o Buys a call with an exercise price above the current index level and
o Sells a call option with an exercise price below the current index level.
The trade is a spread because it involves buying one option and selling a related
option. The spread is a bear spread because the trader hopes to profit from a fall in
the index.
A bear spread created using calls involves initial cash inflow since the price of the
call sold is greater than the price of the call purchased. Table [7.3] gives the profit/
loss incurred on a spread position as the index changes.
The figure [7.15] shows the profits/losses for a bear spread as follows:
o Buys a call with an exercise price of Rs. 4,200 – paying a premium of Rs. 50
(Dotted line, going upwards).
o Sells a call option with an exercise price of Rs. 3,800 – receiving a premium of
Rs. 150 (Dotted line, going downwards).
Figure [7.15]: Payoff for a bear spread created using call options
The payoff from the combination of the 2 calls is shown by the non-dotted line that
starts flat, slopes downwards and then becomes flat again. As can be seen,
o The net inflow of setting up the spread is Rs. 100 which is the difference
between the call premium paid and the call premium received. The upside on
the position is limited to this amount.
o As the index moves above 3,800, the position starts losing money (cutting
profits) until the index reaches 4,200. At this point, the loss is 4,200 minus
3,800 i.e. 400. But there was a net inflow of Rs. 100 on account of premium
Therefore, the net loss is Rs. 300.
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o Beyond 4200, the profits made on the long call position get offset by the losses
made on the short call position
o Hence the payoff on this spread lies between -300 to 100.
Compared to selling the index itself, the bear spread with call options limits the
trader’s risk, but it also limits the profit potential. In short, it limits both the upside
potential as well as the downside risk.
Table [7.4] gives the profit/loss incurred on a spread position as the index
changes.
Table [7.4]: Expiration day cash flows for a Bear spread using two-month calls
Nifty Buy Jan
4200 Call
Sell Jan
3800 Call
Cash Flow Profit &
Loss (Rs.)
3700 0 0 0 +100
3750 0 0 0 +100
3800 0 0 0 +100
3850 0 -50 -50 +50
3900 0 -100 -100 0
3950 0 -150 -150 -50
4000 0 -200 -200 -100
4050 0 -250 -250 -150
4100 0 -300 -300 -200
4150 0 -350 -350 -250
4200 0 -400 -400 -300
4250 +50 -450 -400 -300
4300 +100 -500 -400 -300
Broadly we can have three types of bear spreads:
1. Both calls initially out-of-the-money.
2. One call initially in-the-money and one call initially out-of-the-money, and
3. Both calls initially in-the-money.
The decision about which of the three spreads to undertake depends upon how much risk the
investor is willing to take. The most aggressive bear spreads are of type 1. They cost very
little to set up, but have a very small probability of giving a high payoff. As we move from
type 1 to type 2 and from type 2 to type 3, the spreads become more conservative and cost
higher to set up. Bear spreads can also be created by buying a put with a high strike price and
selling a put with a low strike price.
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Chapter 8: Interest Rate Derivatives
8.1 Fixed & Floating Interest Rate
Most investors maintain some money as fixed deposits with banks. A bank giving, 7% (say)
per annum interest on a deposit of 3 (say) years, is an example of a fixed interest rate.
Whatever may be the interest rate scenario in the market, the bank would keep paying
interest at 7% p.a. to the depositer.
Similarly, a debenture giving 9% (say) p.a. payable semi-annually for 5 (say) years, is an
example of fixed interest rate.
As an alternative, the bank accepting the deposit or company issuing a debenture may offer
to pay interest that is linked to some other interest benchmark in the market place, say,
yield on Government of India’s 5-year securities. The interest may be structured as 5-year
Government of India Yield + 2%. This is an example of floating interest rate. The interest that
would be paid over regularly to the investor has two components:
• Base – In this case, the 5-Year Government of India yield. At the time of each
interest payment, the bank or company would find out the yield at which 5-year
securities of Government of India are trading in the market. That becomes the base
rate that is paid over to investors.
• Spread – In this case, 2%. An investor would receive this spread in addition to the
base.
While the base keeps fluctuating, in line with the market, the spread is a constant. Thus, an
investor effectively receives an interest rate which is in line with the market – he receives
more when 5-year Government of India yields go up’ he receives less when the yields go
down.
8.2 Debt Securities Valuation
An investor buying a debt security is essentially buying into its future cash flows, which may
be in the form of interest and principal repayment. Therefore, he would be prepared to pay a
price, which is equivalent to the present value of those future cash flows.
Valuation of debt securities entails the following stages:
• Determine the future cash flows expected from that security, along with their
respective dates. The nature of those cash flows viz. principal or interest does not
make a difference.
• Find out the present value of each of those cash flows, through the process of
discounting (discussed in the next section).
• Summation of each of those present values is the value of the debt security today.
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8.3 Discounting
In a previous chapter, the concept of compounding was introduced. The related formula
was:
A = P X (1+r/t)nt
where, A is the amount to which the principal, P will grow in n years at annual interest rate
of r, with a compounding frequency of t, where t is the number of time periods which would
constitute a year.
Compounding is the process of determining the amount (future value) from the principal
(present value). Discounting is the reverse viz. determining the present value from its future
value. For the purpose, the formula can be re-written as
P = A ÷ (1+r/t)nt
The present value of an amount of Rs. 1,100 receivable 1 year down the line, assuming yield
at 10% p.a. with annual compounding can be calculated as:
P = Rs. 1,100 ÷ (1 + 10%/1)(1X1)
= Rs. 1,100 ÷ 1.1
= Rs. 1,000
The present value of an amount of Rs. 1,210 receivable 2 years down the line, assuming yield
at 10% p.a. with annual compounding can be calculated as:
P = Rs. 1,210 ÷ (1 + 10%/1)(2X1)
= Rs. 1,210 ÷ 1.21
= Rs. 1,000
A security that will mature in 2 years, offers interest of 10% p.a. on a face value of Rs. 1,000.
Similar securities are now available in the market at 9% p.a. The security can be priced in
today’s market (at 9% yield) as follows:
Year Expected Cash flow Present Value Calculation Present Value
1 Rs. 100 (interest) Rs. 100 ÷ (1 + 9%/1)(1X1) Rs. 91.74
2 Rs. 100 (interest) +
Rs. 1,000 (principal)
Rs. 1,100 ÷ (1 + 9%/1)(2X1) Rs. 925.85
The price of the security would be the total of the 2 present values viz. Rs. 91.74 + Rs. 925.85
i.e. Rs. 1,017.59
An investor who buys this security today at Rs. 1,017.59, and receives Rs. 100 at the end of
1 year, and a further Rs. 1,100 at the end of 2 years, would earn an effective yield of 9%.
8.4 Price Risk
In the above example, the face value of the security was Rs. 1,000. However, its market value
has now become Rs. 1,017.59 i.e. it has appreciated in value. This appreciation is on account
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of the fact that the coupon of 10% payable on the instrument is better than the prevailing
yield of 9%, available in the market for such securities.
What would happen, if the prevailing yield for such securities were 11% in the market?
It stands to logic that the coupon of 10% payable on the instrument is below the market
benchmark. Therefore, its value in the market ought to be lesser than Rs. 1,000. If you
repeat the same calculations as earlier, but at a 11% yield (instead of 9%), you will find the
appropriate price to be Rs. 982.88. This means that an investor who buys this security today
at Rs. 982.88, and receives Rs. 100 at the end of 1 year, and a further Rs. 1,100 at the end
of 2 years, would earn an effective yield of 11%.
Thus, debt securities would appreciate in value (if interest rates in the market go down) or
depreciate in value (if interest rates in the market were to go up). Such fluctuation in value of
debt securities, in line with interest rates in the market, is the price risk inherent in such debt
securities (which offer a fixed rate of interest).
The price risk is largely eliminated in debt securities that offer floating interest rate. Since
the securities themselves pay more interest (on account of higher base) if the yields in the
market go up, the market does not reduce its price; similarly, if yields in the market go down,
the security will pay less interest (on account of lower base) and therefore its market price
will not appreciate. Thus, floating interest structure protects a debt security’s valuation from
fluctuations in yield in the market place.
8.5 Duration & Modified Duration
In the earlier example, if the security were a 3-year security (instead of 2 years), the instrument
would have appreciated (if yields in the market were to go down) or depreciated (if yields in
the market were to go up) a lot more. This is because the investor would benefit (or suffer)
the relative superiority (or inferiority) of the interest coupon as compared to the prevailing
yields in the market, for a longer number of years.
Related to such sensitivity of security prices to changes in yield in the market place, are two
concepts – duration and modified duration.
Duration is nothing but the weighted average time period over which the bond is repaid. In
the earlier example, the total amount receivable on the bond is Rs. 100 (1 year) + Rs. 1,100
(2 years) i.e. Rs. 1,200. The weighted average time period of repayment can be calculated as
(1 X 100/1200) + (2 X 1100/1200) i.e.1.9 years.
The duration is 1.9 years. This value, divided by (1 + yield) gives its modified duration. Here,
we know that originally the yield was 10% (when the price of the security was Rs. 1,000).
Thus, modified duration = duration ÷ (1+10%) = 1.7. This implies, that if the yields in the
market were to go up (or go down) by 1%, the price of this security would appreciate (or
depreciate) by 1.7%.
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This can be cross-checked with the values calculated earlier. When yields in the market went
down by 1%, the price of the security changed from Rs. 1,000 to Rs. 1,017.59. The change
was 17.59 ÷ 1,000 i.e. 1.759%
Similarly, when yields in the market went up by 1%, the price of the security changed from
Rs. 1,000 to Rs. 982.88. The change was 17.12 ÷ 1,000 i.e. 1.712%.
Thus. the sensitivity of security prices to changes in yield in the market place is measured by
its modified duration.
8.6 Yield to Maturity
In the earlier examples, the price of the debt security was calculated, given its future cash
flows and the prevailing yield in the market. As a corollary, if the future cash flows and the
current price are known, then its yield can be determined.
Drawing on the previous example, suppose the future cash flows on a debt security are
expected to be Rs. 100 on October 3, 2011 and Rs. 1,100 on October 3, 2012. The security
is trading in the market, today, October 4, 2010 at Rs. 982.875. What yield would an investor
earn, if he buys the instrument?
The cash flows can be put down in a sequence in a MS Excel spreadsheet as follows. From the
investor’s point of view, the price he would pay is negative, the cash flows he would receive
in future are positive.
04-10-2010 -982.87
03-10-2011 100
03-10-2012 1100
The yield can be easily calculated by typing the following function in a cell in the
spreadsheet
=xirr(select range of cells in 2nd column, select range of cells in 1st column)
On pressing return, the cell will show a value of 11.00%, which is the yield on the instrument.
It is also called YTM viz. Yield to Maturity.
8.7 Interest Rate Futures - Underlying Concepts
An Interest Rate Futures contract is an agreement to buy or sell a debt instrument on a
specified future date at a price that is fixed today.
Exchange traded interest rate futures are standardized contracts based on a notional coupon
bearing Government of India security. The contracts are physically settled by delivering
deliverable grade securities. A few important concepts underlying interest rate futures in
India are given below:
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• Accrued interest
Accrued interest is the interest amount accrued from last coupon payment date up to the
day prior to the settlement date (i.e. the date the trade will be settled with the counter
party). It is calculated using 30/360 day count convention which assumes each month
has a period of 30 days; the year has 360 days.
• Conversion Factor
The coupon offered varies from security to security. For interest rate futures, 7% with
semi-annual compounding is taken as a base. The conversion factor is the number that
would equate the deliverable security (per rupee of principal), to yield 7% with semi-
annual compounding.
• Invoice Price
It is the price paid by the long position holder of the contract (buyer of the interest
rate futures) to short position holder (seller of interest rate futures) on settlement of
contract.
Invoice price = (Futures Settlement price * Conversion factor of the delivered bond) +
Accrued Interest.
• Cheapest to Deliver (CTD) Bond
The bond which can be bought at cheapest price from underlying bond market and
delivered against expiring futures contract is called the CTD bond. It is the bond where
difference between “Quoted price of Bond – (Futures Settlement Price * Conversion
Factor)” is the most beneficial to seller. The concept is illustrated in Table [8.1].
Table [8.1] CTD Bond
SecurityFutures
Settlement Price *
Quoted Price of
Bond * (A)
Conversion Factor (CF)
Futures Price X CF
(B)
Difference (A - B)
7.46 2017 100 102.74 1.0270 102.70 0.04
6.05 2019 100 95.64 0.9360 93.60 2.04
6.35 2020 100 96.09 0.9529 95.29 0.80
7.94 2021 100 104.63 1.0734 107.34 -2.71
8.35 2022 100 107.02 1.1113 111.13 -4.11
6.30 2023 100 89.75 0.9395 93.95 -4.20
* Assumed
The last mentioned bond is the CTD.
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8.8 Interest Rate Futures on NSE
Interest Rate Futures contract offers market participants a standardized product which they
can use conveniently for taking a view of the future direction of the market, hedging and
creating income strategies.
Trading on NSE takes place via NEAT plus and NOW (NEAT on Web) systems through which
large numbers of trading terminals have direct access to the market.
Electronic trading platform of NSE ensures transparency of prices, volumes and trade data.
Trading standardized contracts results in a concentration of order flows, thus ensuring market
liquidity. NSE presently offers futures contracts on 10 Year Notional Coupon-bearing Government
of India (GOI) security (10YGS7) and 91-day Government of India (GOI) Treasury Bill.
Due to widened scope of collateral acceptance by NSE, participants can take advantage of
leverage by investing in futures contract. Also participants can benefit by using a single
collateral pool for both currency and interest rate futures trading.
Trades are settled through India’s only ‘AAA’ rated clearing corporation, the National Securities
Clearing Corporation Limited (NSCCL), which acts as a central counterparty to all trades and
guarantees financial settlement.
The risk of counterparty default is eliminated due to novation of trades by NSCCL.
8.9 Hedging through Interest Rate Futures
Just as equity futures change in value in line with the underlying (equity share price), the
interest rate futures too change in value in line with the underlying (debt security price).
Suppose a party expects interest rates to go up. If this materializes, debt securities will lose
value. The party’s debt investment portfolio will therefore depreciate.
When debt securities lose value, interest rate futures too will lose value. Therefore, if the
party chooses to short (i.e. sell) interest rate futures, it can buy back the futures later, at a
lower price and book a profit. This profit will make up for the losses on the debt investment
portfolio. Thus, the party is able to hedge its debt investment position by going short on
interest rate futures.
8.10 Reducing Portfolio Maturity through Interest Rate Futures
As seen earlier, longer the maturity (and modified duration), more would be the impact on
security prices, arising out of a change in interest rates. An investor expecting an increase in
interest rates would therefore like to reduce his portfolio maturity.
The below formula denotes the approximate number of contracts which needs to be entered
into to achieve the desired duration
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Approximate number of contracts
= {(DT-Dt) X Pt}÷ (DCTD X PCTD) X CF of CTD Bond
Where,
DT = Target duration of portfolio
Dt = Initial duration of portfolio
Pt = Initial market value of portfolio
DCTD = The duration of cheapest to deliver bond
PCTD = The value of cheapest to deliver Bond (Price * contract multiplier)
8.11 Speculation through Interest Rate Futures
As seen earlier, an increase in interest rates will lead to debt security prices as well as interest
rate futures losing value. How would a party speculate, assuming it expects interest rates to
go up.
The party can choose to short (i.e sell) interest rate futures. Subsequently, when the futures
lose value, these can be bought back to earn a profit for the party.
8.12 Calendar Spread Trading through Interest Rate Futures
The magnitude of change in value of interest rate futures can be different for different time
periods. A Calendar Spread, also known as an inter-delivery spread, helps in benefiting from
such differences. It entails the simultaneous purchase of one delivery month and the sale
of another delivery month of a given futures contract of the same underlying on the same
exchange. For instance, buying a September 2010 contract and simultaneously selling a
December 2010 contract. A market participant can profit (or lose out) as the price difference
between the two contracts widens or narrows.
8.13 Cash & Futures Arbitrage through Interest Rate Futures
This can be achieved through the following sequence of steps:
• Purchase the cheapest to deliver bond
• Take short position in IRF contract
• Finance the bond purchase at the current borrowing rate from the market.
• Give the intention of delivery to the exchange
• Deliver the bond and receive the invoice price.
• Repay the cash amount borrowed to purchase the bond.
Thus, without taking an additional risk, the party can earn riskless profits.
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Chapter 9: Currency Derivatives
9.1 Introduction to Exchange Rate
Almost all domestic transactions in India are handled in Indian National Rupees (INR). When
transactions are done between someone in India (say, Infosys) and someone abroad (say,
Microsoft), the role of foreign currency comes in. The more actively traded currencies in the
global financial markets are USD (US Dollar), EUR (Euro), JPY (Japanese Yen) and GBP (Pound
Sterling).
The value of a currency in terms of another currency is its exchange rate. The two currencies,
whose exchange rate is being considered, are a currency pair. In a currency pair, the first
currency is referred to as the base currency and the other currency is referred to as the
‘counter/ terms/ quote’ currency.
Table [9.1] is an extract of select exchange rates from the point of view of Indian rupees. The
data is downloaded from www.x-rates.com
Table[9.1] Exchange Rates
Currency 1 INR in INR
American Dollar 0.0221436 45.1597
British Pound 0.0139812 71.5244
Euro 0.0164514 60.785
Japanese Yen 1.86263 0.536875
Singapore Dollar 0.0292473 34.1912
Swiss Franc 0.0218344 45.7994
Downloaded from http://www.x-rates.com September 28, 2010
The first row, for instance, can be interpreted as the value of 1 INR = 0.0221436 USD / 1 USD
= INR 45.1597.
Exchange rates are highly volatile. If the exchange rate moves to 1 USD = INR45.20, the USD
is said to have appreciated / strengthened. Conversely, the INR has depreciated / weakened.
This is because more INR has to be paid for buying 1 unit of the USD.
9.2 Exchange Rate Policy
9.2.1 Fixed Exchange Rate
Here, the value of a country’s currency is pegged at a fixed ratio to some other currency or
basket of currencies or any other such base. Thus, the government of the country determines
the value of its currency. For example, many countries in the middle east have pegged the
value of their currency to the USD.
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9.2.2 Floating Exchange Rate
Here, the value of a country’s currency is determined by the market forces of demand and
supply. When there is more buying for a currency (say, USD), its value appreciates. When
more people come to the market to sell USD, its value depreciates.
The choice of exchange rate regime is linked to the economic structure of the country, its
macro-economic policy framework, as well as regulations on capital account convertibility.
India follows a system of managed float. The rupee’s value floats based on demand and
supply. However, the RBI seeks to keep the value within a corridor i.e. it manages the float
to keep the value of the rupee within a range. The objective is to ensure that the physical
economy of the country is not disrupted by extreme movements in exchange rate.
9.3 Foreign Currency Quotes
One ascertains the value of a country’s currency with respect to other currencies through the
foreign currency quotes. The quotes are generally in USD, the most actively traded currency
globally.
A quote where USD is the base currency is referred to as a ‘direct quote’ (e.g. 1 USD = INR
50.0000); a quote where USD is referred to as the terms currency is an ‘indirect quote’ (e.g.
1 INR = 0.02 USD).
Every country’s currency is quoted in terms of USD. Therefore, using the USD as an intermediate
currency, it is possible to determine the value of any currency with respect to any other
currency.
For example, if 1 USD= INR 50 and 1 GBP = 1.6 USD, then it can be said that 1 GBP = INR
1.6 X 50 i.e. INR 80.
A quote which is not denoted in USD is called a cross. For example, 1 GBP = INR 80.
9.4 Tick Size
This is minimum price differential at which traders can enter bids and offers. For example, the
Currency Futures contracts traded at the NSE have a tick size of Rs. 0.0025.
So, if the prevailing futures price is Rs48.5000, the minimum permissible price movement can
cause the new price to be:
either Rs. 48.5000 minus Rs. 0.0025 i.e. Rs. 48.4975;
or Rs. 48.5000 plus Rs. 0.0025 i.e. Rs. 48.5025
9.5 Spread
Spread is the difference between bid price (the price at which a dealer is willing to buy a foreign
currency) and ask price (the price at which a dealer is willing to sell a foreign currency). It is
also called dealer’s margin.
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The quote for bid will be lower than ask, which means the amount to be paid in counter-
currency to acquire a base currency will be higher than the amount of counter currency that
one can receive by selling a base currency.
For example, a bid-ask quote for USD:INR of Rs. 47.8000 – Rs. 48.1000 means that the
dealer is willing to buy USD by paying Rs. 47.8000 and sell USD at a price of Rs. 48.1000. The
spread is Rs. 48.1000 minus Rs. 47.8000 i.e. Rs. 0.3000.
9.6 Forward / Futures Rate
The concept of forward and futures was seen in the context of equities. The same is true of
currencies too, except that the underlying here is a currency, not an equity share.
Just as equity shares yield a dividend, currencies yield interest. Different currencies offer
different interest rates, based on their inherent strengths and country’s economic policy
choices. The forward / futures rate can be determined from the spot rate, using continuous
compounding for interest, as follows:
F = S X e (rh – r
f)XT
Where,
F = Future currency rate
S = Spot currency rate
e = 2.71828
rh = interest rate applicable for home currency
rf = interest rate applicable for foreign currency
T = time to maturity (in years).
For example, we saw earlier that 1USD = INR 45.1597. This is the spot rate.
Suppose 1-year interest rate is 8% for INR (rh) and 2% for USD (rf).
F = 45.1597 X 2.71828 (0.08 – 0.02)X1
= 47.9522
Here, the foreign interest is lower than the domestic rate, i.e. rf < rh. Therefore, value of F is
greater than S. The value of F shall increase further as time T increases.
If the foreign interest were higher than the domestic rate, i.e. rf > rh, then, value of F would
be lower than S. The value of F will decrease further as time T increases.
9.7 Hedging through Currency Futures
9.7.1 Long Hedge
Consider an automobile manufacturer who needs to import steel. There is a commitment to
pay, say, USD1mn after 1 year.
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Taking the earlier example, the spot rate is USD 1 = INR 45.1597; 1 year futures is at
USD 1 = INR 47.9522.
The company has 2 options –
• No Hedge
If there is no hedge, the company would need to pay whatever is the spot rate, 1 year
down the line.
o If the spot rate 1 year down the line is USD 1 = INR 50, then the company will need
to pay INR50mn, for buying the requisite USD.
o If the spot rate 1 year down the line is USD 1 = INR 45, then the company will need
to pay INR45mn, for buying the requisite USD.
Thus, the company is exposed to the risk of not knowing in advance, the cost of the steel
that would go into its automobiles.
• Hedge through Currency Futures
Suppose the company bought currency futures at USD 1 = INR 47.9522. The futures
contract would earn a profit or incur a loss depending on the spot rate when the contract
matures:
o If the spot rate 1 year down the line is USD 1 = INR 50, then the currency futures
contracts would gain (INR 50 minus INR 47.9522) X 1mn i.e. INR2,047,800.
The company would pay USD 1 mn X INR 50 i.e. INR 50,000,000 for the import,
but receive INR2,047,800 as profit on the currency futures. Thus, the effective cost
of the steel for the company would be INR50,000,000 minus INR2,047,800 i.e.
INR47,952,200.
o If the spot rate 1 year down the line is USD 1 = INR 45, then the currency futures
contracts would lose (INR 47.9522 minus INR 45) X 1mn i.e. INR2,952,200.
The company would pay USD 1 mn X INR 45 i.e. INR 45,000,000 for the import; and a further
INR2,952,200 towards loss on the currency futures. Thus, the effective cost of the steel for
the company would be INR45,000,000 plus INR2,952,200 i.e. INR47,952,200.
Thus, irrespective of what is the spot rate 1 year down the line, the company knows its steel
cost would be INR47,952,200.
9.7.2 Short Hedge
Now, consider the position of a software exporter from India that expects to receive USD1mn,
1 year down the line.
The company has 2 options –
• No Hedge
If there is no hedge, the company would receive whatever is the spot rate, 1 year down
the line.
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o If the spot rate 1 year down the line is USD 1 = INR 50, then the company will
receive INR50mn, for selling its USD1mn.
o If the spot rate 1 year down the line is USD 1 = INR 45, then the company will
receive INR45mn, for selling its USD1mn.
Thus, the company is exposed to the risk of not knowing in advance, how many rupees
it will receive for its revenue of USD1mn.
• Hedge through Currency Futures
Suppose the company sold currency futures at USD 1 = INR 47.9522. The futures
contract would earn a profit or incur a loss depending on the spot rate when the contract
matures:
o If the spot rate 1 year down the line is USD 1 = INR 50, then the currency futures
contracts would lose (INR 50 minus INR 47.9522) X 1mn i.e. INR2,047,800.
The company would receive USD 1 mn X INR 50 i.e. INR 50,000,000 for the export
trade, but pay INR2,047,800 as loss on the currency futures. Thus, the effective
cost of the steel for the company would be INR50,000,000 minus INR2,047,800 i.e.
INR47,952,200.
o If the spot rate 1 year down the line is USD 1 = INR 45, then the currency futures
contracts would gain (INR 47.9522 minus INR 45) X 1mn i.e. INR2,952,200.
The company would receive USD 1 mn X INR 45 i.e. INR 45,000,000 for the sale of
USD1mn through the export trade; and a further INR2,952,200 towards gain on the
currency futures. Thus, the recovery in rupees towards revenue for the company
would be INR45,000,000 plus INR2,952,200 i.e. INR47,952,200.
Thus, irrespective of what is the spot rate 1 year down the line, the company knows it
will receive INR47,952,200 towards sale of USD1mn.
9.8 Speculation through Currency Futures
A speculater who believes a currency is likely to go strong, can go long on (i.e. buy) the
currency through currency futures. As seen in the earlier example, if the currency does go
strong, then the speculater will earn a profit on the futures transaction. If the currency does
not go strong, the speculater will lose money.
Similarly, a speculater who believes a currency is likely to weaken, can go short on (i.e. sell)
the currency through currency futures. If the currency does weaken, the futures contract will
gain in value. If the currency, on the other hand, goes strong, the speculater will lose money
on the contract.
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9.9 Contract Specifications
The National Stock Exchange allows currency futures in USD, Euro, JPY and GBP. The contract
specifications are listed in Table [9.2]:
Table [9.2]: Contract Specifications for Currency Futures in NSE
Symbol USDINR EURINR GBPINR JPYINR
Market Type N N N N
Instrument Type FUTCUR FUTCUR FUTCUR FUTCUR
Unit of trading 1 - 1 unit
denotes 1000
USD.
1 - 1 unit
denotes 1000
EURO.
1 - 1 unit
denotes
1000 POUND
STERLING.
1 - 1 unit
denotes
100000
JAPANESE
YEN.
Underlying / Order
Quotation
The exchange
rate in Indian
Rupees for US
Dollars
The exchange
rate in Indian
Rupees for
Euro.
The exchange
rate in Indian
Rupees
for Pound
Sterling.
The exchange
rate in Indian
Rupees for
100 Japanese
Yen.
Tick size Rs.0.25 paise or INR 0.0025
Trading hours Monday to Friday
9:00 a.m. to 5:00 p.m.
Contract trading cycle 12 month trading cycle.
Last trading day Two working days prior to the last business day of the expiry
month at 12 noon.
Final settlement day Last working day (excluding Saturdays) of the expiry month.
The last working day will be the same as that for Interbank
Settlements in Mumbai.
Quantity Freeze 10,001 or greater
Base price Theoretical price
on the 1st day of
the contract.
Theoretical price
on the 1st day
of the contract.
Theoretical
price on the
1st day of the
contract.
Theoretical
price on the
1st day of the
contract.
On all other
days, DSP of the
contract.
On all other
days, DSP of
the contract.
On all other
days, DSP of
the contract.
On all other
days, DSP of
the contract.
Price Tenure
upto
+/-3 % of base price.
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operating
range
6 months
Tenure
greater
than 6
months
+/- 5% of base price.
Position
limits
Clients higher of 6%
of total open
interest or USD
10 million
higher of 6%
of total open
interest or
EURO 5 million
higher of 6%
of total open
interest or
GBP 5 million
higher of
6% of total
open interest
or JPY 200
million
Trading
Members
higher of 15%
of the total open
interest or USD
50 million
higher of 15%
of the total
open interest or
EURO 25 million
higher of
15% of the
total open
interest
or GBP 25
million
higher of 15%
of the total
open interest
or JPY 1000
million
Banks higher of 15%
of the total open
interest or USD
100 million
higher of 15%
of the total
open interest or
EURO 50 million
higher of
15% of the
total open
interest
or GBP 50
million
higher of 15%
of the total
open interest
or JPY 2000
million
Initial margin SPAN Based Margin
Extreme loss margin 1% of MTM value
of gross open
position
0.3% of MTM
value of gross
open position
0.5% of MTM
value of gross
open position
0.7% of MTM
value of gross
open position
Calendar spreads Rs.400 for
spread of 1
month
Rs.700 for
spread of 1
month
Rs.1500 for
spread of 1
month
Rs.600 for
spread of 1
month
Rs.500 for
spread of 2
months
Rs.1000 for
spread of 2
months
Rs.1800 for
spread of 2
months
Rs.1000 for
spread of 2
months
Rs.800 for
spread of 3
months
Rs.1500 for
spread of 3
months and
more
Rs.2000 for
spread of 3
months and
more
Rs.1500 for
spread of 3
months and
more
Rs.1000 for
spread of 4
months and
more
Settlement Daily settlement : T + 1
Final settlement : T + 2
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Mode of settlement Cash settled in Indian Rupees
Daily settlement price
(DSP)
Calculated on the basis of the last half an hour weighted
average price.
Final settlement price
(FSP)
RBI reference
rate
RBI reference
rate
Exchange
rate published
by RBI in its
Press Release
captioned
RBI reference
Rate for US$
and Euro
Exchange
rate published
by RBI in its
Press Release
captioned
RBI reference
Rate for US$
and Euro
9.10 Membership
As with the capital market segment, clearing and settlement of the Currency Derivatives
segment of the National Stock Exchange is done through National Securities Clearing
Corporation Ltd. Members are admitted in the segment in any of the following forms:
• Only Trading Member
• Trading Member cum Clearing Member
• Professional Clearing Member
9.11 Participation
Participation in currency futures segment is restricted to ‘persons resident in India’ (as defined
in Foreign Exchange Management Act, 1999). Therefore, NRIs and FIIs cannot participate in
the segment.
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Chapter 10: Derivatives–Regulatory Framework
Chapter [5] has already introduced the regulatory framework for securities market, which are
equally applicable to derivatives. Capital adequacy and other norms regarding membership
were discussed in Chapter [4]. The following are a few other aspects of regulation that are
relevant for derivatives.
SEBI set up a 24-member committee under the Chairmanship of Dr. L. C. Gupta to develop
the appropriate regulatory framework for derivatives trading in India. On May 11, 1998 SEBI
accepted the recommendations of the committee and approved the phased introduction of
derivatives trading in India beginning with stock index futures. According to this framework:
• Any Exchange fulfilling the eligibility criteria can apply to SEBI for grant of recognition
under Section 4 of the SC(R)A, 1956 to start trading derivatives.
The derivatives exchange/segment should have a separate governing council and
representation of trading/clearing members shall be limited to maximum of 40% of the
total members of the governing council.
The exchange would have to regulate the sales practices of its members and would have to
obtain prior approval of SEBI before start of trading in any derivative contract.
• The Exchange should have minimum 50 members.
• The members of an existing segment of the exchange would not automatically become
the members of derivative segment. The members seeking admission in the derivative
segment of the exchange would need to fulfill the eligibility conditions.
• The clearing and settlement of derivatives trades would be through a SEBI approved
clearing corporation/house. Clearing corporations/houses complying with the eligibility
conditions as laid down by the committee have to apply to SEBI for approval.
• Derivative brokers/dealers and clearing members are required to seek registration from
SEBI. This is in addition to their registration as brokers of existing stock exchanges.
The minimum net worth for clearing members of the derivatives clearing corporation/house
shall be Rs.300 Lakh. The net worth of the member shall be computed as follows:
Capital + Free reserves
Less non-allowable assets viz.,
(a) Fixed assets
(b) Pledged securities
(c) Member’s card
(d) Non-allowable securities (unlisted securities)
(e) Bad deliveries
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(f) Doubtful debts and advances
(g) Prepaid expenses
(h) Intangible assets
(i) 30% marketable securities
• The minimum contract value shall not be less than Rs.2 Lakh. Exchanges have to submit
details of the futures contract they propose to introduce.
• The initial margin requirement, exposure limits linked to capital adequacy and margin
demands related to the risk of loss on the position will be prescribed by SEBI/Exchange
from time to time.
• There will be strict enforcement of “Know your customer” rule and every client shall be
registered with the derivatives broker. The members of the derivatives segment are also
required to make their clients aware of the risks involved in derivatives trading by issuing
to the client the Risk Disclosure Document and obtain a copy of the same duly signed by
the client.
• The trading members are required to have qualified approved user and sales person who
should have passed a certification programme approved by SEBI.
138
Chapter 11: Derivatives – Accounting
This chapter gives a brief overview of the process of accounting of derivative contracts namely,
index futures, stock futures, index options and stock options. It would however be pertinent to
keep oneself updated with the changes in accounting norms for derivatives by regularly cross
checking the website of the Institute of Chartered Accountants of India (www.icai.org).
11.1 Accounting for Futures
The Institute of Chartered Accountants of India (ICAI) has issued guidance notes on accounting
of index futures contracts from the view point of parties who enter into such futures contracts
as buyers or sellers.
For other parties involved in the trading process, like brokers, trading members, clearing
members and clearing corporations, a trade in equity index futures is similar to a trade in, say
shares, and does not pose any peculiar accounting problems. Hence in this section we shall
largely focus on the accounting treatment of equity index futures in the books of the client.
11.1.1 At Inception of Contract
Every client is required to pay to the trading member/clearing member, the initial margin
determined by the clearing corporation as per the bye-laws/regulations of the exchange for
entering into equity index futures contracts.
Following entry should be passed for the initial margin:
Initial margin - Equity index futures account dr
To Bank a/c
(being initial margin paid on purchase of equity index futures).
Additional margins, if any, should also be accounted for in the same manner.
It may be mentioned that at the time when the contract is entered into for purchase/sale of
equity index futures, no entry is passed for recording the contract because no payment is
made at that time except for the initial margin.
On the balance sheet date, the balance in the ‘Initial margin - Equity index futures account’
should be shown separately under the head ‘current assets’.
In those cases where any amount has been paid in excess of the initial/additional margin, the
excess should be disclosed separately as a deposit under the head ‘current assets’.
In cases where instead of paying initial margin in cash, the client provides bank guarantees or
lodges securities with the member, a disclosure should be made in the notes to the financial
statements of the client.
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11.1.2 At the time of Daily Settlement
Journal entry for payments made or received on account of daily settlement by the client
would be made as follows:
Bank a/c Dr
To Mark-to-market margin - Equity index futures account
(being margin received on equity index futures)
Mark-to-market margin - Equity index futures account dr
To Bank a/c
(being margin paid on equity index futures)
The client may also deposit a lump sum amount with the broker/trading member in respect of
mark-to-market margin money instead of receiving/paying mark-to-market margin money on
daily basis. The amount so paid is in the nature of a deposit. Journal entry to be passed is:
Deposit for mark-to-market margin account Dr
To Bank a/c
(being deposit made for mark to market margin on equity index futures)
At the year-end, any balance in the “Deposit for mark-to-market margin account” should be
shown as a deposit under the head “current assets”.
11.1.3 Open Positions
Position left open on the balance sheet date must be accounted for. Debit/credit balance in
the “mark-to-market margin - Equity index futures account”, represents the net amount paid/
received on the basis of movement in the prices of index futures up to the balance sheet
date.
Keeping in view ‘prudence’ as a consideration for preparation of financial statements,
provision for anticipated loss, which may be equivalent to the net payment made to the broker
(represented by the debit balance in the “mark-to-market margin - Equity index futures
account”) should be created by debiting the profit and loss account.
Net amount received (represented by credit balance in the “mark-to-market margin - Equity
index futures account”) being anticipated profit should be ignored and no credit for the same
should be taken in the profit and loss account.
The debit balance in the said “mark-to-market margin - Equity index futures account”, i.e.,
net payment made to the broker, may be shown under the head “current assets, loans and
advances” in the balance sheet and the provision created there-against should be shown as
a deduction therefrom.
On the other hand, the credit balance in the said account, i.e., the net amount received
from the broker, should be shown as a current liability under the head “current liabilities and
provisions in the balance sheet”.
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11.1.4 Final Settlement
At the expiry of a series of equity index futures, the profit/loss, on final settlement of the
contracts in the series, should be calculated as the difference between final settlement price
and contract prices of all the contracts in the series.
The profit/loss, so computed, should be recognized in the profit and loss account by
corresponding debit/credit to “mark-to-market margin - Equity index futures account”.
However, where a balance exists in the provision account created for anticipated loss, any loss
arising on such settlement should be first charged to such provision account, to the extent
of the balance available in the provision account, and the balance of loss, if any, should be
charged to the profit and loss account.
Same accounting treatment should be made when a contract is squared-up by entering into
a reverse contract. It appears that, at present, it is not feasible to identify the equity index
futures contracts. Accordingly, if more than one contract in respect of the series of equity
index futures contracts to which the squared-up contract pertains is outstanding at the time
of the squaring of the contract, the contract price of the contract so squared-up should be
determined using First-In, First-Out (FIFO) method for calculating profit/loss on squaring-
up.
On the settlement of equity index futures contract, the initial margin paid in respect of the
contract is released. Following entry to be passed:
Bank a/c Dr
To Initial margin - Equity index futures account
(being initial margin released and received on final settlement of equity index futures)
Where the money is not received, but continues as a deposit with the broker, ‘Deposit for
Margin a/c’ will be debited, instead of the Bank a/c.
11.1.5 Default
When a client defaults in making payment in respect of a daily settlement, the contract is
closed out. The amount not paid by the Client is adjusted against the initial margin.
In the books of the Client, following entry to be passed:
Mark-to-market - Equity index futures account Dr.
To Initial margin - Equity index futures account
(Being amount adjusted on closing out of equity index futures contract)
The amount of initial margin on the contract, in excess of the amount adjusted against the
mark-to-market margin not paid, will be released. The accounting treatment in this regard will
be the same as explained above.
In case, the amount to be paid on daily settlement exceeds the initial margin the excess is a
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liability and should be shown as such under the head ‘current liabilities and provisions’, if it
continues to exist on the balance sheet date.
The amount of profit or loss on the contract so closed out should be calculated and recognized
in the profit and loss account in the manner dealt with above.
11.1.6 Disclosure Requirements
The amount of bank guarantee and book value as also the market value of securities lodged
should be disclosed in respect of contracts having open positions at the year end, where initial
margin money has been paid by way of bank guarantee and/or lodging of securities.
Total number of contracts entered and gross number of units of equity index futures traded
(separately for buy/sell) should be disclosed in respect of each series of equity index
futures.
The number of equity index futures contracts having open position, number of units of equity
index futures pertaining to those contracts and the daily settlement price as of the balance
sheet date should be disclosed separately for long and short positions, in respect of each
series of equity index futures.
11.2 Accounting for Options
The Institute of Chartered Accountants of India issued guidance note on accounting for index
options and stock options from the view point of the parties who enter into such contracts as
buyers/holder or sellers/writers. Following are the guidelines for accounting treatment in case
of cash settled index options and stock options:
11.2.1 At Inception of Contract
Buyer / Holder of Option
The buyer/holder of the option is not required to pay any margin. He is required to pay the
premium. In his books, such premium would be accounted as follows:
Equity Index / Stock Option Premium Account Dr
To Bank a/c
(being premium paid on purchase of equity index / stock option)
Seller / Writer of Option
The seller/writer of the option is required to pay initial margin for entering into the option
contract. Such initial margin paid would be accounted as follows:
Equity Index / Stock Option Margin Account Dr
To Bank a/c
(Being margin paid on equity index / stock options written)
In the balance sheet, such account should be shown separately under the head ‘Current
Assets’.
142
In the books of the seller/writer, the premium received from the buyer / holder should be
accounted as follows:
Bank a/c Dr
To Equity Index / Stock Option Premium Account
(being premium received on sale of equity index / stock option)
11.2.2 At the time of Payment / Receipt of Margins
Payments made or received by the seller/writer for the margin should be accounted as
follows:
Bank a/c Dr
To Equity Index / Stock Option Margin Account
(being margin received on equity index / stock option sold)
Equity Index / Stock Option Margin Account Dr
To Bank a/c
(being margin paid on equity index / stock option sold)
Sometimes, the client deposit a lump sum amount with the trading/clearing member in respect
of the margin instead of paying/receiving margin on daily basis. In such case, the amount of
margin paid/received from/into such accounts should be debited/credited to the ‘Deposit for
Margin Account’ instead of bank a/c.
At the end of the year the balance in this account would be shown as deposit under ‘Current
Assets’.
11.2.3 Open Positions
The ‘Equity Index Option Premium Account’ and the ‘Equity Stock Option Premium Account’
should be shown under the head ‘Current Assets’ or ‘Current Liabilities’, as the case may be.
In the books of the buyer/holder, a provision should be made for the amount by which the
premium paid for the option exceeds the premium prevailing on the balance sheet date. The
provision so created should be credited to ‘Provision for Loss on Equity Index Option Account’
or the ‘Provision for Loss on Equity Stock Options Account’, as the case may be.
The provision made as above should be shown as deduction from ‘Equity Index Option
Premium’ or ‘Equity Stock Option Premium’ which is shown under ‘Current Assets’.
In the books of the seller/writer, the provision should be made for the amount by which
premium prevailing on the balance sheet date exceeds the premium received for that option.
This provision should be credited to ‘Provision for Loss on Equity Index Option Account’ or to the
‘Provision for Loss on Equity Stock Option Account’, as the case may be, with a corresponding
debit to profit and loss account.
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‘Equity Index Options Premium Account’ or ‘Equity Stock Options Premium Account’ and
‘Provision for Loss on Equity Index Options Account’ or ’Provision for Loss on Equity Stock
Options Account’ should be shown under ‘Current Liabilities and Provisions’.
In case of any opening balance in the ‘Provision for Loss on Equity Stock Options Account’ or
the ‘Provision for Loss on Equity Index Options Account’, the same should be adjusted against
the provision required in the current year and the profit and loss account be debited/credited
with the balance provision required to be made/excess provision written back.
11.2.4 Final Settlement
Buyer / Holder of Option
On exercise of the option, the buyer/holder will recognize premium as an expense and debit
the profit and loss account by crediting ‘Equity Index Option Premium Account’ or ‘Equity
Stock Option Premium Account’.
Apart from the above, the buyer/holder will receive favorable difference, if any, between
the final settlement price as on the exercise/expiry date and the strike price, which will be
recognized as income.
Seller / Writer of Option
On exercise of the option, the seller/writer will recognize premium as an income and credit
the profit and loss account by debiting ‘Equity Index Option Premium Account’ or ‘Equity Stock
Option Premium Account’.
Apart from the above, the seller/writer will pay the adverse difference, if any, between the
final settlement price as on the exercise/expiry date and the strike price. Such payment will
be recognized as a loss.
As soon as an option gets exercised, margin paid towards such option would be released by
the exchange, which should be credited to ‘Equity Index Option Margin Account’ or to ‘Equity
Stock Option Margin Account’, as the case may be, and the bank account will be debited.
11.2.5 Squaring off Open Positions
The difference between the premium paid and received on the squared off transactions should
be transferred to the profit and loss account.
Following are the guidelines for accounting treatment in case of delivery settled index
options and stock options:
• The accounting entries at the time of inception, payment/receipt of margin and open
options at the balance sheet date will be the same as those in case of cash settled
options.
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• At the time of final settlement,
o If an option expires un-exercised then the accounting entries will be the same as
those in case of cash settled options.
o If the option is exercised, then shares will be transferred in consideration for cash at
the strike price.
� For a call option the buyer/holder will receive equity shares for which the call option was
entered into.
The buyer/holder should debit the relevant equity shares account and credit cash/bank.
� For a put option, the buyer/holder will deliver equity shares for which the put option was
entered into.
The buyer/holder should credit the relevant equity shares account and debit cash/bank.
� Similarly, for a call option the seller/writer will deliver equity shares for which the call
option was entered into.
The seller/writer should credit the relevant equity shares account and debit cash/bank.
� For a put option the seller/writer will receive equity shares for which the put option was
entered into.
The seller/writer should debit the relevant equity shares account and credit cash/bank.
o In addition to this entry, the premium paid/received will be transferred to the profit
and loss account, the accounting entries for which should be the same as those in
case of cash settled options.
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Chapter 12: Derivatives – Taxation
12.1 Taxation of Profit/Loss on derivative transaction in securities
Prior to Financial Year 2005–06, transactions in derivatives were considered as speculative
transactions for the purpose of determination of tax liability under the Income-tax Act. This
was in view of section 43(5) of the Income-tax Act which defined speculative transaction as
a transaction in which a contract for purchase or sale of any commodity, including stocks and
shares, is periodically or ultimately settled otherwise than by the actual delivery or transfer
of the commodity or scrips.
However, such transactions entered into by hedgers and stock exchange members in course
of jobbing or arbitrage activity were specifically excluded from the purview of definition of
speculative transaction.
In view of the above provisions, most of the transactions entered into in derivatives by
investors and speculators were considered as speculative transactions.
The tax provisions provided for differential treatment with respect to set off and carry forward
of loss on such transactions. Loss on derivative transactions could be set off only against other
speculative income and the same could not be set off against any other income. This resulted
in payment of higher taxes by an assessee.
Finance Act, 2005 amended section 43(5) so as to exclude transactions in derivatives carried
out in a “recognized stock exchange” for this purpose. This implies that income or loss on
derivative transactions which are carried out in a “recognized stock exchange” is not taxed
as speculative income or loss. Thus, loss on derivative transactions can be set off against any
other income during the year. In case the same cannot be set off, it can be carried forward to
subsequent assessment year and set off against any other income of the subsequent year.
Such losses can be carried forward for a period of 8 assessment years. It may also be noted
that securities transaction tax paid on such transactions is eligible as deduction under Income-
tax Act, 1961.
12.2 Securities Transaction Tax on derivatives transactions
As per Chapter VII of the Finance (No. 2) Act, 2004, Securities Transaction Tax (STT) is levied
on all transactions of sale and/or purchase of equity shares and units of equity oriented fund
and sale of derivatives entered into in a recognized stock exchange.
As per Finance Act 2008, the following STT rates are applicable w.e.f. 1st June, 2008 in relation
to sale of a derivative, where the transaction of such sale in entered into in a recognized stock
exchange.
146
Sl.
No.
Taxable securities transaction Rate Payable
by
1 Sale of an option in securities 0.017% Seller
2. Sale of an option in securities, where option is exercised 0.125% Purchaser
3. Sale of a futures in securities 0.017% Seller
Example
Mr. A. sells a futures contract of M/s. XYZ Ltd. (Lot Size: 1000) expiring on 29-Sep-2005 for
Rs300. The spot price of the share is Rs290. The securities transaction tax thereon would be
calculated as follows:
1. Total futures contract value = 1000 x Rs300 = Rs3,00,000
2. Securities transaction tax payable thereon at 0.017% = Rs3,00,000 x 0.017% = Rs 51.
Note: No tax on such a transaction is payable by the buyer of the futures contract.
147
PART 3: MUTUAL FUNDS
148
Chapter 13: Introduction To Mutual Funds
13.1 Role
Mutual Funds are an important channel for money to flow from investors to the financial
markets. They collect money from investors through various mutual fund schemes. Every
scheme has:
• An investment objective e.g. The objective of the scheme is to generate capital appreciation
from a portfolio of predominantly equity and equity related securities;
• An investment strategy e.g. The scheme will invest in stocks, which, in the opinion of the
Investment Manager, are available in the market at a significant discount to their intrinsic
value.
• An investment pattern e.g. The scheme will generally invest up to 90% of its funds in
equity and equity linked instruments; the balance will be in debt and money market
instruments.
The investor gets a good idea about the risk profile of every scheme, on the basis of these
parameters. He can accordingly decide to invest or disinvest or stay away from a mutual fund
scheme, in line with his risk appetite.
Schemes offer units to investors, for the first time, through a new fund offering (NFO). The
holding of investors in a scheme is quantified in units. An investor transacting with a mutual
fund scheme, will be buying or selling its units.
Considering the importance of mutual funds to retail investors, they are tightly regulated. The
applicable regulations are SEBI (Mutual Fund Regulations), 1996.
13.2 Scheme Types
Every scheme has its distinctiveness, driven by its investment objective, strategy and pattern.
The schemes can be grouped into categories, based on various parameters, as follows:
13.2.1 Nature of Investments
Equity Schemes
These invest largely in equity and equity related securities. Amongst equity schemes, those
that invest in a diverse range of industries (sectors) are called diversified equity schemes.
Schemes that invest in only equities of a specific sector, say banking, are called sector
funds.
Schemes may also choose to invest as per a theme. These are thematic funds. For example,
a scheme may invest in equities of companies where real estate has an important role. These
may span several sectors, such as real estate, retail, education etc. Thus, thematic funds have
a more diversified portfolio than sector funds, but have less diversity than diversified equity
funds.
149
The government approves certain equity schemes, for the purpose of offering investors
benefits under Section 80C of the Income Tax Act. These are Equity Linked Savings Schemes
(ELSS).
Some equity schemes take opposite positions in different market segments, such that a
return is earned while remaining risk neutral. For example, invest in shares of Infosys (in the
cash market) and sell Infosys futures (in the futures and options market) to maintain the risk
neutrality. Such schemes are called arbitrage funds.
Debt Schemes / Income Schemes
These invest primarily in debt and debt related securities. There are different kinds of debt
schemes. Those that invest in only Government Securities are called Gilt Schemes. Debt
schemes that invest in a mix of government securities and non-government securities are
called diversified debt schemes. Some debt schemes invest in only short term debt securities,
which will mature within a year. These are called money market schemes or liquid schemes.
The tenor of investments of liquid schemes is increasingly going even shorter, to 6 months.
Fixed maturity plan (FMP) is a kind of debt scheme, where the fund invests in debt securities
whose maturity matches the maturity of the scheme. Thus, irrespective of the debt market
scenario, on maturity, the scheme knows how much it is likely to recover from its investment
portfolio (from the issuer on maturity of the instrument). This brings an element of predictability
to the returns that an investor in the scheme may earn.
Floating rate funds or floaters invest in floating rate instruments. Such a portfolio construction
minimizes the fluctuation in value of the units.
Non-government debt securities are generally rated by credit rating institutions like Crisil,
ICRA, Credit Analysis & Research Ltd (CARE) and Duff & Phelps. Schemes that invest largely
in securities of poor credit rating are called junk bond schemes.
Balanced Schemes / Hybrid Schemes
Balanced schemes invest in a mix of debt and equity securities. In order to enjoy tax benefits
that are available to equity schemes, many balanced schemes operate with around 65% of
the portfolio in equity securities, and the balance in debt securities.
Monthly Income Plan (MIP) is a variation of balanced schemes, where a significant component
of the portfolio, say 80%, is in debt, the balance being in equities. The equity component is
expected to boost the normal return in the core debt portfolio.
Another variant is a Capital Protected Scheme, which seeks to protect the investor’s capital
through adequate investment in safe zero-coupon debt securities (ideally government
securities) whose maturity is in synch with the maturity of the scheme. For example, suppose
the scheme is to mature in 5 years. Further, let us say, government security of Rs. 80 will
mature to Rs. 100 in 5 years. If investors invest Rs. 10 crores in the scheme, the scheme
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will buy Rs. 8 crores of zero coupon debt securities. The balance is invested in equity shares.
Thus, irrespective of the equity market performance, the debt portfolio will mature to Rs. 10
crores, which can be paid to investors. The investor’s capital is thus protected, even if the
equity investment ends up as a dead loss.
13.2.2 Investment Style
Active Schemes / Managed Schemes
These are schemes where the fund manager has flexibility in choice of securities, within the
investment universe defined for the scheme. Thus, a fund manager in a diversified equity
scheme can buy any equity share; a fund manager in a technology sector fund can buy the
securities of any company in the technology sector. The objective is to deliver a return that is
better than what is generally available in the market i.e. beating the benchmark.
Most schemes in the market are active schemes.
Passive Schemes / Index Schemes
Unlike active schemes, which seek to beat the benchmark, passive schemes seek to mirror
the benchmark. When the scheme is launched, an index in the market is identified as a
benchmark. The benchmark for a diversified equity scheme may be the S&P CNX Nifty. Such
a scheme will maintain a portfolio which would have the same stocks as in the S&P CNX Nifty;
even the proportion of each stock in the value of the scheme portfolio will be the same as the
weightage of the stock in the S&P CNX Nifty.
Through such mirroring of the portfolio, the scheme seeks to ensure returns that mirror
the returns generated in the benchmark index. Thus, an investor in the scheme can earn
the benchmark returns, without being exposed to the risk of poor portfolio choices (stock
selection) by the fund manager.
Despite the best efforts by the fund manager to track the returns in the benchmark, gaps can
come up, on account of various reasons:
• The fund manager may maintain some cash in the portfolio. The composition of the index
does not include a cash component.
• Managing the scheme entails running costs, which will pull down the overall return
from the scheme. For this reason, and also because fund managers have limited role in
managing such schemes, the running costs of index schemes are extremely low.
• There may be timing differences between the investors’ money coming into the scheme,
and the scheme, in turn, investing in the market.
The gap between the return actually earned by an index scheme, as compared to its benchmark
index return, is its tracking error.
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13.2.3 Structure of Scheme
Open-ended Schemes
Some schemes are open for investors to enter and exit at any time. While investors come and
go, the scheme remains open indefinitely. Such schemes are called open-ended schemes.
When an investor enters an existing open-ended scheme, the scheme is said to sell new units
to the investor. An existing investor wanting to exit the open-ended scheme is said to offer
his units for re-purchase. The counter-party for such sale and repurchase transactions by
the investors, is the scheme itself. Therefore, the corpus of an open-ended scheme, keeps
changing daily.
Close-ended Schemes
Unlike open-ended scheme, close-ended schemes have a fixed maturity, say, 5 years. Under the
SEBI regulations, all close-ended schemes need to be compulsorily listed in a stock exchange.
An existing investor, wanting to exit a close-ended scheme, will have to sell the units in the
stock exchange, to some other buyer, at a mutually agreed price. Similarly, someone who
wants to enter an existing close-ended scheme, will have to buy the units from some other
seller in the stock exchange, at a mutually agreed price.
Since such sale and purchase transactions happen with counter-parties in the stock exchange
(and not with the scheme, as in the case of open-ended schemes), the corpus of a close-
ended scheme remains stable, until its maturity.
During the tenor of the scheme, only some limited re-purchase facility may be offered to small
investors. This again is offered in only a few schemes. When a scheme re-purchases its units
from investors, then the corpus of the scheme will decrease.
Interval Schemes
Interval schemes have some features of both open-ended and close-ended schemes. As with
any close-ended schemes, investors would need to transact in existing interval schemes in
the stock exchange. However, during limited periods, say, in the first week of every quarter,
they become open-ended. Thus, investors can transact directly with the scheme, during
these specified intervals. These intervals of open-endedness minimize the dependence of the
investor on the stock exchange for his transactions.
13.2.4 Geography
Funds that invest within their geography (country) are local funds. Funds that invest beyond
their geography are international funds.
13.2.5 Other Funds
Gold Funds
Such funds can be viewed as index funds that invest in gold. The returns in such funds
fluctuate with the prices of gold.
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It is important to differentiate such funds from gold sector funds, which are sector funds that
invest in gold mining and processing companies. The returns in gold sector funds are more
closely aligned to the share price of such gold mining and processing companies (which are
only partly dependent on the prevailing gold prices).
Commodity Funds
Like gold, a range of commodities are available in the market. These include other precious
metals (like silver), industrial metals (like copper & aluminium), fibres (like cotton), food
crops (like sugar), spices (like pepper) and energy products (like oil).
Commodity funds are funds that invest in specific commodities, as laid down in the scheme’s
investment charter.
Real Estate Funds
Such schemes take exposure to real estate. Thus, even small investors can benefit from the
prospects of real estate.
Fund of Funds
These are funds that invest in other funds. They save investors the trouble of having to choose
between so many different varieties of schemes available in the market.
Exchange Traded Funds
As was seen earlier, investors in an existing open-ended scheme transact with the scheme
through sale and re-purchase transactions. The sale and re-purchase prices are determined
by the scheme once a day. Since the market fluctuates during the day, a need was felt for
open-ended schemes to allow transactions at prices that would reflect the intra-day market.
Thus Exchange Traded Funds (ETFs) came into existence.
ETFs are inherently index funds, in that they invest as per a pre-announced benchmark index.
They are also open-ended viz. they keep selling and re-purchasing units. Most of them offer
different trading mechanisms for large and small investors.
• Large investors transact directly with the scheme. This would be like the normal sale
and repurchase transactions in open-ended schemes. However, the transactions happen
at the prevailing market prices. Different investors may transact with the scheme at
different prices during a trading day.
• Small investors transact with market makers appointed by the scheme. These market-
makers give two-way quotes (buy and sell quotes), which keep changing during the
trading day, in line with market conditions. Thus, even small investors are able to transact
at prices which change intra-day.
If the market maker ends up selling more units to investors, then he would have the
money which can be used to buy units from the scheme and deliver to the investors who
sold. On the other hand, if the market maker bought more units from investors, he would
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offer these for re-purchase to the scheme. This would give him the liquidity to pay the
investors from whom he bought those units. The difference between the price at which
he buys and sells units i.e. the spread, is profit for the market maker.
13.3 Options
Most schemes offer multiple options. An investor needs to select, not only a suitable mutual
fund scheme, but also the appropriate option within the scheme. The options offered, vary
between schemes; they also depend on the prevailing tax provisions. Typically, investors find
themselves having to choose between the following options:
13.3.1 Dividend Payout Option
In a dividend payout, the dividend is paid out i.e. the investor receives in his bank account,
the dividend that is declared by the mutual fund scheme.
13.3.2 Growth Option
In a growth option, the mutual fund scheme does not declare a dividend. Therefore, the
investor does not receive anything in his bank account, in the form of dividend. The profits
earned in the scheme, remain invested in the scheme. Investors, who need the money, can
get their units re-purchased by the scheme. The re-purchase price will reflect the original
investment by the investor in the scheme, as well as the subsequent performance of the
scheme.
13.3.3 Dividend Re-investment Option
This is a hybrid of the two options mentioned above. The scheme declares dividends, from
time to time. However, the dividend is not paid out to the investor; the investor is issued new
units against such dividend.
The optimal choice between these options depends on the cash flow requirements of the
investor, as well as the tax provisions, which vary from scheme to scheme. These are discussed
in Chapter [19].
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Chapter 14: Mutual Funds-Structure & Operations
14.1 Mutual Fund Structure
Mutual funds in India need to adopt the legal framework mandated by the SEBI (Mutual
Funds) Regulations, 1996.
The prime mover behind setting up a mutual fund is the sponsor. SEBI regulations require
that the sponsor:
• Has been carrying on business in financial services for at least 5 years.
• Has positive net worth for each of those 5 years (Net worth = Share Capital + Reserves
– Accumulated Losses).
• Should have earned profits, after providing for depreciation and interest, in at least 3 out
of those 5 years, including the latest year.
• Should have a sound track record and reputation of fairness and integrity in business.
Under the regulations, Mutual Funds are to be constituted as trusts. The term ‘XYZ Mutual
Fund’ is a reference to such a trust. The sponsor establishes the trust through a trust deed.
The beneficiaries of the trust are the investors in the various schemes floated by the fund.
The trust acts through trustees, who are appointed by the sponsor. Every trustee has to be
a person of ability, integrity and standing. A person who is guilty of moral turpitude cannot
be appointed trustee. Further, a person convicted of any economic offence or violation of any
securities laws cannot be appointed as trustee. Prior permission of SEBI is to be taken, before
a person is appointed as trustee.
Instead of appointing individuals as trustees, the sponsor can also appoint a trustee company
i.e. a company that performs the role of trusteeship. The company will operate through
directors, who will need to meet the requirements prescribed for trustees.
The trustees (or directors of the trustee company) have a key role in protecting the interests
of investors. In order to ensure that this role is performed effectively, SEBI regulations
require that there should be at least 4 trustees (or directors in the trustee company). At least
two-thirds of them should be independent i.e. they should not be associate of the sponsor.
Day to day operations of the mutual fund are handled by an Asset Management Company
(AMC), appointed by the sponsor or the trustees. Role and responsibilities of the AMC are laid
down in the investment management agreement executed with it.
The AMC is required to have a net worth of at least Rs. 10 crores. The sponsor should have
at least 40% stake in the share capital of the AMC. Every person who has more than 40%
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stake in the AMC is deemed to be a sponsor, and should therefore fulfill the requirements of
sponsor, mentioned earlier.
SEBI regulations require that the directors of the AMC are persons having adequate professional
experience in finance and financial services related field. Directors as well as key personnel of
the AMC should not have been found guilty of moral turpitude or convicted of any economic
offence or violation of any securities laws. Further, key personnel of the AMC should not have
worked for any asset management company or mutual fund or any intermediary during the
period when its registration was suspended or cancelled at any time by SEBI.
Prior approval of the trustees is required, before a person is appointed as director on the
board of the AMC. Further, at least half the directors in the AMC need to be independent i.e.
not associate of the sponsor.
In the mutual fund legal structure, it is the AMC which owns or leases offices, and employs
fund managers and other employees to perform its role as investment manager. The AMC
needs to work under the overall supervision and guidance of the trustees, who have the
responsibility of protecting investors’ interests.
As another check in the system, the regulations require that the mutual fund appoint a
custodian, who will have custody of the various investments made by the fund. Thus, the
investment management responsibility is handled by the AMC, but the custodian has custody
of those investments. The custodian operates in line with a custodial agreement, which is
executed with the trustees.
Offices of the AMC handle the servicing of investors in its various mutual fund schemes.
The AMC can also choose to appoint a Registrar and Transfer Agent (RTA). The AMC, or, if
appointed, the RTA, is responsible for maintaining investor records. The AMC can also appoint
different RTAs for different schemes. The RTAs (who may cater to multiple AMCs) have a wide
geographic presence through their investor servicing centres (ISCs). These perform a useful
role in catering to the needs of investors, physically in the ISC offices, as well as through
internet and mobile channels.
As is evident from the discussions so far, the AMC is a legal entity, different from the scheme.
Therefore, the AMC’s accounts are different from the Scheme’s accounts. An AMC can also
choose to appoint a Fund Accountant to maintain the accounts of the various schemes
managed by it. The regulations require that the AMC’s auditors are different from the scheme’s
auditors.
14.2 Mutual Fund Operations
The AMC is responsible for day to day operations of the mutual fund. Designations of employees
vary between AMCs. Indicatively, the MD / CEO leads the AMC. The team would include a Chief
Investment Officer (supported by Fund Managers), Chief Operations Officer, Chief Marketing
Officer and Compliance Officer.
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When investors invest in a scheme, they are issued units of that scheme. The number of units
issued would depend on the amount invested, as well as the per unit value.
As per SEBI regulations, every scheme needs to have a fund manager (who can manage any
number of schemes). The size of a scheme is measured by its net assets, which depends
on:
• The amount mobilized in the NFO (initial corpus)
• Valuations in the market (better the valuation, higher the net assets)
• Sales and Re-purchases of units, in the case of open-ended scheme (Sales of new units
will increase net assets; re-purchase of existing units will reduce net assets).
• Income and expenditure (income would increase the net assets; expenses would decrease
the net assets).
Every scheme has a value of net assets, which represents the worth of a certain number of
units that have been issued to investors. The net assets divided by the number of units is the
scheme’s NAV, an important metric that is used for evaluating performance of schemes.
‘Net assets’ is also called assets under management (AUM). The total AUM of all schemes
managed by an AMC, is the AUM of that AMC.
14.3 Mutual Fund Distribution Channels
The schemes are sold in the market by mutual fund distributors. Some of them (banks and
large distribution houses) have pan-India reach, while some others have a regional reach.
Several individuals too, operating as Independent Financial Advisers (IFAs) perform the role
of selling mutual funds.
More recently, the Stock Exchange brokers are being encouraged to sell mutual funds as an
additional investment option for their clients. NSE Offers NEAT MFSS platform to help its stock
exchange brokers offer mutual fund services to their clients.
Anyone who is into selling of mutual funds, whether as IFA, or as employee of a distributor
or AMC, needs to qualify in an examination prescribed by SEBI and conducted by National
Institute of Securities Market (NISM). The exam is also compulsory for anyone who interacts
with mutual fund investors, including investor relations teams and employees of call centers.
Distributors / employees who were above the age of 50 years, and had at least 5 years of
experience as on September 30, 2003 were exempted from the requirement of passing the
qualifying examination. But they need to attend a prescribed refresher course.
Before selling mutual funds, the person needs to register with Association of Mutual Funds
in India (AMFI) and obtain their AMFI Registration Number (ARN). Unless exempted from
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the examination requirement, the ARN can be obtained only after passing the qualifying
examination. Separate ARN is required for the organization, and for each of its employees
who is into selling mutual funds.
While the ARN operates as a license to sell mutual funds, the distributors / brokers / IFAs
need to empanel themselves with the mutual funds, whose schemes they would like to sell.
Empanelment is a simple procedural requirement and can be done with multiple AMCs. The
objective of empanelment is to help the AMC to evaluate the strength of its proposed selling
agent, and set out the respective rights and obligations.
Some organisations / IFAs choose to become agents of an empanelled agency, instead of
seeking direct empanelment with the mutual fund. Even in such cases, the ARN requirements
are the same.
The mutual fund industry keeps talking of its distribution channels. AMCs employ Channel
Managers for handling these channels. The structure varies between AMCs. Typically, there is
a Bank Channel (banks as distributors), Other Distributor Channel (other distributors, such as
broking houses and non-banking finance companies, who could be national or regional), IFA
Channel and Alternate Channel (any other distribution channel).
14.4 Distribution Commission
SEBI has mandated a regime, where the distributor can recover commission from the investors.
Thus, each investor can pay a commission based on the value he sees in the service offered
by the distributor.
Besides, the AMC pays a commission, which can take two forms:
• Upfront Commission – a percentage on the amount invested by the client using the
distributor as intermediary.
• Trail Commission – a percentage on the market value of the client’s portfolio with the
AMC. Needless to say, the market value factors in the appreciation or depreciation in the
scheme portfolio.
These vary between AMCs. Even within the same AMC, they vary between schemes.
14.5 New Fund Offer
Any scheme is launched in the market through a New Fund Offer (NFO). The launch is preceded
by a series of steps, which can be summarized as follows:
• The AMC perceives a need in the market that can be met through a scheme.
• The senior management team in the AMC discusses and debates the investment objective
and other broad contours of the proposed scheme. The view of the Chief Investment
Officer, on the prospects in the financial market to deliver performance on the basis of
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the proposed investment objective is key. Similarly, the opinion of the Chief Marketing
Officer, on the interest in the investment community for such a scheme is important.
Considering the various thoughts, scheme parameters are finalized.
• The AMC prepares the Scheme Information Document (SID), which has details of the
scheme.
• The SID need to be approved by the Board of Trustees, as well as the Board of Directors of
the AMC. Further, the trustees need to confirm to SEBI that this is indeed a new scheme,
and that the AMC does not have another existing scheme with a similar investment
objective.
• The SID needs to go to SEBI, which puts up the SID on its website. It thus becomes
a public document. Any member of the public can approach SEBI with comments or
objections.
• SEBI is expected to review the SID and give its observations on the same, within 21
working days.
• Beyond the observations, SEBI does not approve or disapprove the SID. However, the
AMC is required to incorporate all the observations of SEBI.
• The Compliance Officer (or Chief Executive Officer or Executive Director or Managing
Director) of the AMC needs to certify that the SID confirms with SEBI Regulations, and
that all of SEBI’s observations have been incorporated in the documents.
• The final SID is to be uploaded in the website of AMFI (www.amfiindia.com) two days
before the issue opens.
• Besides the SID, the AMC also prepares a Statement of Additional Information (SAI).
This has details of the mutual fund making the offer. It is common for all schemes.
• While the SID and SAI are available as downloads in the website of the AMC, the document,
which is more freely available in the market, is the Key Information Memorandum (KIM).
It is a summarized version of the information that is contained in the SID and SAI. All
these documents need the approval of the trustees, and the board of the AMC.
• Investors invest in the NFO using an Application Form. As per SEBI regulations, the KIM
needs to be part of every application form that the AMC issues in the market.
• The AMC makes the requisite arrangements with the bankers and the RTA to handle the
investors’ applications.
• The AMC also arranges to distribute the offer related documents and application forms in
the market place.
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• In order to attract the investors, the AMC does the requisite advertising and publicity.
SEBI has prescribed an advertising code, to ensure fairness in the promotion.
• The AMC also decides on the commission structure for distributors and promotional
support which be made available for them.
• Channel Managers, who are employees of the AMC, promote the scheme through their
distribution channels. Direct Sales team within the AMC tap large investors.
• The SID prominently features the dates when the NFO opens and closes. Investors would
need to invest during the issue period i.e. the period between the NFO Open Date and the
NFO Close Date. This can be a maximum of 15 days.
• As was seen earlier, investors can invest or redeem their investments at any time, in the
case of an open-ended scheme. This facility starts a few days after the NFO Close Date.
This date too is mentioned in the SID of open-ended schemes, as ‘Scheme Re-opens
on’.
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Chapter 15: Mutual Funds-Investors’ Transactions
15.1 Who can invest?
• Individuals who are resident in India, and above the age of 18 years. They can invest
singly, or jointly (not exceeding three names).
• Minors can invest through their parents or legal guardians
• Hindu Undivided Families (HUF)
• Non-Resident Indians (NRI) / Persons of Indian Origin (PIO), resident abroad / holders
of Overseas Citizen of India (OCI) Cards. Their investments would be repatriable
(i.e. on sale, the investment proceeds can be transferred abroad), provided the original
investment came into India in foreign currency, or the investment was made out of Non
Resident External (NRE) Account.
• Partner(s) of Partnership Firms
• Association of Persons or Body of Individuals, whether incorporated or not
• Companies / corporate bodies, registered in India
• Registered Societies and Co-operative Societies
• Religious and Charitable Trusts
• Trustees of private trusts
• Banks (including Co-operative Banks and Regional Rural Banks) and Financial Institutions
and Investment Institutions
• Mutual Funds registered with SEBI
• Army/Navy/Air Force, Para-Military Units and other eligible institutions
• Scientific and Industrial Research Organizations
• Universities and Educational Institutions
• Foreign Institutional Investors (FIIs) registered with SEBI
• International Multilateral Agencies approved by the Government of India
While each of the above is eligible to invest in mutual funds, as per the SEBI Regulations,
investors who are not individuals (companies, trusts etc.) need to confirm that they are
eligible to invest, as per their incorporation documents, investment policy etc.
Non-individual investors will authorize some individuals (e.g. director, secretary, trustee) to
sign the investment documents on behalf of the organization. Such investors will need to
submit the following documents to support their investment:
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• Incorporation document (e.g. Memorandum of Association & Articles of Association in the
case of companies; Trust Deed for trusts).
• Investment authorization (e.g. copy of resolution that authorizes the institution to invest
in this specific scheme, or generally in investments of this kind.
• Signatory authorization (e.g. copy of resolution that authorizes specific officials to sign
the relevant documents on behalf of the institution).
15.2 Who cannot invest?
• Any non-resident entity, other than FIIs and foreign citizens. A non-resident entity is
permitted to open a sub-account with a SEBI-registered FII, and invest through that
account. (Readers are requested to refer to SEBI’s website for any changes to this rule)
• Overseas Corporate Bodies (OCBs) – These may be trusts or societies. They are treated
as OCBs (and therefore ineligible to invest) if owned, directly or indirectly, to the extent
of over 60% by NRIs, or if more than 60% of the beneficial interest belongs to such
OCBs.
Some schemes, or options within schemes, do not accept specified classes of investors, even
though the class may be eligible to invest in mutual funds, as per the SEBI regulations. It is
therefore desirable to check the ‘Who can invest’ section of the scheme’s Offer Document.
15.3 Know Your Customer (KYC) Requirements
All investments of Rs. 50,000 and above need to comply with the KYC documentation
requirements. Investors need to submit:
• Proof of Identity e.g. Passport copy
• Proof of Address e.g. Copy of Ration card of Passport copy
• PAN Card
• Photograph
It is cumbersome for investors to comply with the KYC requirements for each investment
in every mutual fund. Therefore, CDSL Ventures Ltd. (CVL) has been engaged as a central
agency for the purpose. It operates through Points of Service (POS), which are essentially
branches / offices of mutual funds, registrars and large distributors.
Investors can approach any POS, with the original, and one copy of the requisite documents.
The POS will check the original and return it to the investor. The copy will be retained by the POS,
which will access CVL’s system, enter the requisite data and generate an acknowledgement
with a Mutual Fund Identification Number (MIN). The mutual fund investor can quote the MIN
for investing in any mutual fund. Thus, the KYC documentation has to be done only once.
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Even for change in address and other information, the investor can approach any POS, with
the supporting documentation and fill a standard form. Based on that, the change will be
registered with all mutual funds.
In the case of minors, the parent / legal guardian need to comply with the KYC
requirements.
For investments through Power of Attorney, both the investor and power of attorney holder
need to comply with the KYC documentation.
PAN Card has been made compulsory for all investments, irrespective of value. However,
investment by individuals, minors and sole-proprietory firms through Micro-SIPs are exempted
from the requirement of PAN card. [Systematic Investment Plans (SIPs) are plans where
the investor invests a constant amount at regular intervals, generally monthly. Micro-SIPs
are SIPs where annual investment (12 month rolling or April-March financial year) does not
exceed Rs. 50,000.]
Instead of PAN Card, any one of the following Photo Identification documents can be submitted
along with the Micro SIP application:
• Voter Identity Card
• Driving License
• Government / Defense identification card
• Passport
• Photo Ration Card
• Photo Debit Card (Credit card not included because it may not be backed up by a bank
account).
• Employee ID cards issued by companies registered with Registrar of Companies)
• Photo Identification issued by Bank Managers of Scheduled Commercial Banks / Gazetted
Officer / Elected Representatives to the Legislative Assembly / Parliament
• ID card issued to employees of Scheduled Commercial / State / District Co-operative
Banks.
• Senior Citizen / Freedom Fighter ID card issued by Government.
• Cards issued by Universities / deemed Universities or institutes under statutes like ICAI,
ICWA, ICSI.
• Permanent Retirement Account No (PRAN) card issued to New Pension System (NPS)
subscribers by CRA (NSDL).
• Any other photo ID card issued by Central Government / State Governments /Municipal
authorities / Government organizations like ESIC / EPFO.
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Copy of any of the above documents is to be self-attested by the investor or attested by the
ARN holder mentioning the ARN number.
Investors also have to give a declaration stating that the he does not have any existing
Micro SIPs which together with the current application will result in aggregate investments
exceeding Rs. 50,000 in a year.
This relaxation for micro-SIPs is available for NRIs, but not for PIOs. Similarly, it is not available
for HUFs, and investors who are not individuals.
15.4 Investor Transactions (Normal Physical Mode)
15.4.1 Acquisition of Units by Investor from the Scheme
(Sale Transaction for the Scheme)
The first opportunity, for the investor to acquire units of a scheme, comes up in the NFO. Here,
the investor transacts at an issue price that is pre-determined by the AMC. The investor can
fill in the application form and pay the prescribed amount. If the investment is found valid,
then the investor is allotted the units applied for. If not, the money is refunded.
The investor can avoid the problem of having to wait for a refund, by investing through the
Application Supported by Blocked Amount (ASBA) mechanism. Under this mechanism, the
investor authorizes his bank to block the amount that is required to support his application.
Thus, if the issue price is Rs. 10, and he is applying for 100 units, then Rs. 1000 will be
blocked by his banker.
If units are allotted to the investor, the RTA intimates the banker. Accordingly, the banker
releases the requisite application money to the scheme. If the amount blocked is in excess
of the application money required, the excess is released to the investor. Since the money
remains in the investor’s bank account during this period, when the amount is blocked, the
investor continues earning an interest. Further, delays in having to wait for a refund from the
scheme can be avoided. Thus, ASBA is beneficial for investors.
Such acquisition of units by investors in the case of NFO, happens for both open-ended and
close-ended schemes. Further, in the case of open-ended schemes, after the scheme re-
opens, investor can buy units from the scheme any day. This kind of acquisition of units by
an investor from the scheme is a sale of units, as far as the scheme is concerned. In market
parlance, this is a sale transaction; it happens at a sale price, which depends on various
factors that are explained in Chapter [16].
Close-ended schemes do not allow ongoing sale of new units.
15.4.2 Sale of Units by Investor to Scheme
(Re-purchase Transaction for Scheme)
An existing investor in an open-ended scheme can sell his units back to the scheme, any
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working day, after the scheme re-opens. He can do this, either for his entire holding or part
of it. Further, instead of specifying the number of units he wants to sell, he can specify an
amount that he wants to realize.
In market parlance, when an investor offers his units for sale to the scheme, he is said to offer
his units for re-purchase. The re-purchase transaction happens at a re-purchase price, which
depends on various factors that are explained in Chapter [16].
Close-ended schemes do not, generally, offer the flexibility of such any-time re-purchase.
However, some close-ended schemes offer a limited re-purchase facility to investors. Limits
may be specified on the amount that can be re-purchased by an investor and / or by all investors
together. This facility may be available only to original investors in the NFO. Restrictions may
also be imposed on when the re-purchase can be sought by investors, and how such re-
purchase requests will be processed by the AMC.
15.4.3 Secondary Market Transactions in Units by Investor
Close-ended schemes do not allow ongoing sale of new units; at best, they may offer limited
re-purchase facility for existing investors.
Liquidity in units of close-ended schemes is offered through a listing of the units in the stock
exchange. Thus, like shares, any investor can buy or sell units of close-ended schemes in
the stock exchange. As with shares, the investor places an order (to buy or sell) in the NEAT
system, which matches the order with other passive orders (to sell or buy, as the case may
be) in the system. If no match is found, the order becomes a passive order in the system for
matching against future orders during the day (unless of course, it is an immediate or cancel
order, in which case the unmatched order will lapse, without becoming a passive order).
Open-ended schemes offer the facility of ongoing sale and re-purchase, directly with the
scheme. As an additional form of liquidity, units of open-ended schemes too can be listed in
the stock exchange. The trading in units of such listed open-ended schemes is similar to that
of close-ended schemes.
Recent developments in facilitating stock exchange brokers’ transactions in mutual fund units
are discussed later in this chapter.
15.4.4 Redemption of Units on closure of scheme
Close-ended schemes have a fixed tenor. At the end of the tenor, the scheme is closed. On
closure, the investor surrenders his units, and is paid the value of his unit-holding. Such
transactions are called redemption of units.
Open-ended schemes too can choose to close, subject to requisite approvals. If that happens,
the units would be similarly redeemed.
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15.4.5 Additional Purchase by Investor
An investor buying units of a mutual fund scheme will fill the application form of the mutual
fund. However, if he has already invested in some other scheme of the mutual fund, then the
mutual fund would have opened a folio with the relevant details of the investor. In such cases
of additional purchase, the investor does not need to fill the entire application form – he can
fill a concise transaction slip.
When a mutual fund sends statement of accounts to investors, transaction slip with
pre-printed folio number is attached. Transaction slips without the pre-printed folio number
are available in offices of the mutual fund, distributors and investor service centres. They can
also be downloaded from the website of the AMC.
15.4.6 Switch by Investor
When an investor moves his moneys from one scheme to another within the same mutual
fund, it is called a switch. For the scheme into which the money goes, it is a switch in. It is a
switch out from the scheme from which money is withdrawn.
15.4.7 Systematic Investment Plan
Equity markets are volatile. Attempts to time the market are rarely successful. Therefore, it
is advisable to keep investing constant amounts at regular intervals (normally, a specific date
of the month). Such an approach to investment is called Systematic Investment Plan (SIP) or
Rupee Cost Averaging.
Whenever the market is up on the date of investment, the investor will receive fewer units.
The investor will be compensated by receiving more units, whenever the market is down on
the date of investment. Thus, the acquisition cost of the units is averaged during the SIP
period. The investor does not get saddled with units, all bought at the market peak.
SIP can be easily handled through Electronic Clearing System (ECS) / Standing Instructions
to the investor’s bankers. Alternatively, the investor can leave post-dated cheques with the
AMC, to cover future investments under the SIP.
15.4.8 Systematic Withdrawal Plan
Just as it is difficult for investors to time their entry into markets, it is also difficult for them
to time their exit from markets. Investors do not want to end up selling all their units during a
market crash. Selling investments steadily – constant amounts at regular intervals – protects
the investor.
If on the date of sale, the market is up, the investor will find that he is able to encash the
same amount by selling fewer units; conversely, if the market is down on the date of sale, the
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investor will end up selling more units to realize the same amount. Over the SIP period, the
investor is able to average the sale price of his units.
The investor can leave standing instructions with the AMC to operationalize the SWP. Thus, he
does not need to give a separate instruction each month.
15.4.9 Systematic Transfer Plan
This is a combination of switch in and switch out done regularly. For instance, an investor
may invest a large amount in a debt scheme, and leave instructions to systematically transfer,
constant amounts each month, from the debt scheme to an equity scheme of the same mutual
fund. Thus, on the said date of the month, each month, an agreed value of units in the debt
scheme will be redeemed (switch out) and invested in the equity scheme (switch in).
15.5 Investor Transactions (Through the Internet)
Most AMCs have made arrangements to effect the above transactions through the internet. In
order to avail of this facility, the investor needs to have a folio with the mutual fund. On this
basis, the AMC or the RTA allot a Personal Identification Number (PIN). Using this, additional
purchases as well as re-purchase of units becomes possible.
For the purchases, moneys can be transferred through National Electronic Funds Transfer
(NEFT) or Real Time Gross Settlement (RTGS). Similarly, the mutual fund can directly transfer
the proceeds of the re-purchase into the investor’s bank account.
Some distributors have also made arrangements for their clients to do online transactions,
similarly.
Besides, the transactions in the stock exchange for listed mutual fund schemes can be effected
online.
15.6 Investor Transactions (NSE MFSS Channel)
The regulaters and stock exchange are keen to see stock exchange brokers become a channel
for investors to transact in mutual funds. NSE offers the NEAT MFSS platform to help brokers
handle this.
As was discussed, the NEAT system can handle transactions in listed mutual fund schemes,
where orders get matched within the system. NSE MFSS is an order routing system, meant
to facilitate transactions between the investor and the mutual fund scheme. It is open on all
working days from 9 am to 3 pm. The order routing system works as follows:
• Investor who wants to do the transaction (new application / additional purchase /
redemption) gets in touch with the broker. The broker prints the transaction slip from the
broking system and gives it to the investor.
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• This first leg of the transaction (the actions of purchase and payment for the same, or
re-purchase, originated by the investor) is handled through the stock exchange clearing
corporation. The broker is responsible for delivering any physical documents to the RTA.
• The second leg of the transaction (the actions of the RTA in sending Units or re-purchase
proceeds) happens directly between the RTA and the investor. Some improvements are
being made, to give the broker control over the 2nd leg of the transaction as well.
Over time, it is hoped that the stock exchange brokers will become a key channel of
cost-effective transactions for mutual fund investors.
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Chapter 16: Mutual Funds - Expenses, NAV & LOAD
16.1 Expenses
It was discussed earlier how schemes are floated by the mutual fund. The AMC is appointed as
investment manager for the scheme. The scheme accounts are to be maintained independent
of the AMC’s own accounts. Both need to appoint different auditors.
The AMC’s role goes beyond fund management to various day to day operations like sales,
accounting etc. In order to perform its role, the AMC establishes offices, recruits employees,
ensures the requisite data and systems support etc. The related rent, salary, software and
other establishment expenses, incidental to the AMC performing its role, are to be borne by
the AMC itself. The scheme pays an asset management fee to the AMC, out of which the AMC
has to meet these establishment expenses.
Thus, the asset management fee is an expense for the scheme (but not the rent, salary etc.).
Similarly, the scheme incurs several other expenses such as:
• Expenses for services provided by custodian, RTA, auditors and bankers
• Fees to depository for demat arrangements, and stock exchanges for listing
• Advertising and sales promotion expenses
• Commissions for distributors
• Printing offer documents, application forms etc.
• Expenses for investor services, such as fund account statements, dividend warrants,
redemption cheques etc.
• Service Tax
SEBI has prescribed limits to such scheme expenses, which are of a recurring nature, as
follows:
Net Assets (Rs crore) Equity Schemes Debt Schemes
Upto Rs. 100 crore 2.50% 2.25%
Next Rs. 300 crore 2.25% 2.00%
Next Rs. 300 crore 2.00% 1.75%
Excess over Rs. 700 crore 1.75% 1.50%
Thus, an equity scheme with net assets of Rs. 150 crore, can incur recurring expenses, as
follows:
First Rs. 100 crore of net assets 2.50% i.e. Rs. 2.500crore
Rs. 150 crore less Rs. 100 crore i.e. Rs. 50 crore 2.25% i.e. Rs. 1.125crore
Total Rs. 3.625 crs.
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The above limits are subject to the following further restrictions:
• The management fee component (paid to the AMC) cannot exceed 1.25% on the first Rs.
100 crores of net assets of each scheme; on the remaining net assets, the management
fee cannot exceed 1%.
• Debt schemes cannot charge a management fee on the funds that are parked in short
term deposits with commercial banks.
• The following expenses cannot be charged to the scheme:
o Initial issue expenses
o Establishment expenses, infrastructure costs, depreciation, fund accounting
expenses, software expenses, general administration and investment management
expenses (all of which are to be borne by the AMC out of the management fee it
earns)
o Corporate advertising
o Legal, marketing, printing and other expenses that do not relate to any schemes.
o Interest on delayed payments to unit-holders
o Fines and penalties for violating any laws.
Given the nature of the schemes, lower expense limits are available in the following
cases:
• Recurring expense limit is 1.5% for index funds and Exchange Traded Funds. Within this,
the management fee cannot exceed 0.75%
• Recurring expense limit is 0.75% for fund of funds.
16.2 Net Assets & NAV
The concept was introduced in Chapter [13]. Suppose, a scheme has the following financials,
as on a particular date:
• Rs. 1 crore units of Rs. 10 each, issued to unit-holders
• Rs. 3 crores is in bank deposits; Rs. 8 crore in equities (market value Rs. 9 crores).
• Amounts payable by the scheme to the stock exchange brokers, AMC etc. (liabilities) of
Rs. 1 crore.
The financials can be tabulated in a balance sheet, as follows:
Liabilities:
Unit Capital (1crore units of Rs. 10 each) Rs. 10 crores
Reserves (Appreciation in portfolio viz. Rs.9cr less Rs.8cr) Rs. 1 crore
Unit-holders Funds Rs. 11 crores
Other liabilities Rs. 1 crore
Total Liabilities Rs. 12 crores
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Assets:
Equity Investments (at market value) Rs. 9 crores
Bank Deposit Rs. 3 crores
Total Assets Rs. 12 crores
The unit-holders’ funds of Rs. 11 crores is the Net Assets of the scheme.
Each unit is worth Rs. 11 crores ÷ 1 crore units viz. Rs. 11 per unit. This is the Net Asset
Value (NAV) of each unit of the scheme.
16.3 Valuation
The NAV is thus determined, based on market value of investments. The approach is also
called mark to market. Detailed SEBI regulations prescribe how the marking to market is to
be done. In brief:
• Equity shares that are actively traded are valued at the closing price on the date of
valuation.
• Shares which are not traded at all, or are thinly traded, are valued as per a SEBI formula,
which factors in the net worth of the company’s share, its profitability and the Price /
Earnings Ratio of other companies in the industry.
• Government securities are valued on the basis of the yield at which such securities of
similar maturity are traded in the market.
• For valuation of other debt securities, a yield matrix is calculated based on trading of
securities of different credit rating and durations in the market. Each security is valued
on the basis of the yield matrix reading for its credit rating and duration.
• Stringent regulations have been laid down for recognizing income and expenses in the
scheme, as well as for providing for non-performing assets.
16.4 Load
An investor would expect that his transactions with the scheme would happen at the NAV of its
units. Thus, if the NAV is 12, he would expect to receive 1000 units, if he invests Rs. 12,000.
Similarly, if he offers 500 units for re-purchase, he would expect to receive Rs. 12 X 500 i.e.
Rs. 6,000.
In the above case, if the scheme were to charge Rs12.10 for selling a new unit to the investor,
then he would receive fewer than 1,000 units for his investment of Rs. 12,000. The Rs. 0.10
paise would thus become a load borne by the investor. It is called entry load.
Entry Load is not permitted by SEBI. Therefore, the price at which units are sold to the
investor viz. Sale Price, is equal to the NAV of the scheme.
Similarly, if the scheme were to pay the investor only Rs. 11.88 per unit when he offers 500
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units for re-purchase, he would receive less than Rs.6,000. The Rs. 0.12 paise (which work
out to 1% of NAV) would thus become a load borne by the investor. It is called exit load.
The scheme might also have a structure, where the investor would have to bear a graded load,
depending on the period of his unit-holding. For instance, the load would be 1% if the investor
holds the units for 4 years; 2% if the investor holds the units for 3 to 4 years; 3% if the
investor holds the units for 2 to 3 years; and so on and so forth. Thus, an investor continuing
in a scheme longer would bear a lower load than an investor who holds his investment for a
shorter period. Such graded structures are called contingent deferred sales charge (CDSC).
Exit load / CDSC are meant to help AMCs meet some of the selling expenses. These are
permitted by SEBI, subject to the following conditions:
• If the exit load / CDSC is more than 1% of the redemption proceeds, it is to be added back
to the scheme. Thus, it does not become available to the AMC to meet sales expenses.
• All the unit holders representing a portfolio would have to be subject to the same exit
load structure.
Earlier, SEBI also allowed AMCs to charge to the scheme, initial issue expenses incurred for its
launch. For example, if a 5-year scheme incurred Rs3crore for its launch, the amount could be
charged to the scheme as Rs60lakh each year, for 5 years. The annual charge in turn would be
split into a charge for every day. This kind of charge of initial issue expenses, to the scheme,
over a period of time, was called deferred load.
Deferred load is no longer permitted by SEBI. However, some old schemes, which were
permitted deferred load when they were launched, continue charging deferred load.
16.5 Cut-off Timing
Transaction prices (Sale / re-purchase) are thus a function of NAV, which in turn depends
on the market. There have been instances of investors trying to beat the system, by taking
undue advantage of market information to time their sale or re-purchase transaction with
the scheme. Therefore, SEBI has linked the price applicable for a transaction to its timing as
follows:
Scheme Type Transaction Cut-off Time Applicable NAV
Liquid (if funds are available for utilisation on same day)
Sale Received upto 12 noon
Closing NAV of Day immediately preceding the date of application
Liquid (if funds are available for utilisation on same day)
Sale Received after 12 noon
Closing NAV of Day preceding next business day
Liquid (if funds are NOT available for utilisation on same day)
Sale Received any time during the day
Closing NAV of Day preceding the day on which funds are available for utilization
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Scheme Type Transaction Cut-off Time Applicable NAV
Liquid Schemes Re-purchase Received be-fore 3 pm
Closing NAV of Day preceding next business day
Liquid Schemes Re-purchase Received after 3 pm
Closing NAV of next business day
Schemes other than Liquid Schemes (invest-ment of Rs1crore or above)
Sale Received any time during the day
Closing NAV of day funds are available for utilisation
Schemes other than Liquid Schemes (invest-ment upto Rs1crore)
Sale Application received upto 3 pm with local cheque / DD
Closing NAV of date application is received
Schemes other than Liquid Schemes (invest-ment upto Rs1crore)
Sale Application received after 3 pm with local cheque / DD
Closing NAV of next business day
Schemes other than Liquid Schemes (invest-ment upto Rs1crore)
Sale Application received with outstation cheque / DD (irrespective of time)
Closing NAV of day the cheque / DD is credited in the bank ac-count
Schemes other than Liquid Schemes
Re-purchase Application received upto 3 pm
Closing NAV of same day
Schemes other than Liquid Schemes
Re-purchase Application received after 3 pm
Closing NAV of next business day
These cut-off timings are applicable to investors in any mutual fund in India.
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Chapter 17: MF Evaluation-Return & Risk Metrics
17.1 Measuring Returns
An investor, who has invested money in a mutual fund would like to know what return the
investment has yielded. Various dimensions of returns are discussed below:
17.1.1 Point to Point Returns / Simple Returns
Suppose the NAV of the scheme went up from Rs. 10 to Rs. 14 during the period January 1,
2010 to March 31, 2010.
Let us denote the first NAV, NAV1 = Rs. 10
Let us denote the second NAV, NAV2 = Rs. 14
The return is essentially the gain in NAV viz. Rs. 14 minus Rs. 10 i.e. Rs. 4.
This has been earned on a base investment, I = Rs. 10.
The return, in percentage terms is (Rs. 4 ÷ Rs. 10) X 100 i.e. 40%
The point to point return from January 1, 2010 to March 31, 2010 was 40%.
The formula can be written as PPR = {(NAV2 – NAV1) ÷ NAV1} X 100
17.1.2 Annualised Returns
The point-to-point return calculated above, related to a 3 month period. How much is the
return in annualized terms?
This can be calculated as (40% ÷ 3) X 12 i.e. 160%
The return can be calculated more precisely, using number of days. Let us say, ‘n’ represents
the number of days from January 1, 2010 to March 31, 2010. Here, n = 30 + 28 + 31 i.e. 79
days. The actual number of days in a year is 365 days.
The annualized returns would thus be 40% X 365 / 79 i.e. 184.81%.
The formula can be written as AR = PPR X 365 ÷ n
17.1.3 Compounded Returns
Annualising returns, as indicated above, would hold good only for short time periods. SEBI
allows mutual funds to annualize returns if the two NAVs relate to a period of less than a year.
If the period is longer than a year, annualized returns give a misleading picture, because the
effect of compounding is lost. In such cases, Compounded Returns (CR) is to be calculated
using the formula
CR = 100 X {(NAV2 ÷ NAV1) (1÷r)}-1
‘r’ refers to the number of days, expressed in years i.e. r = n ÷ 365.
In the above case, r = 79 ÷ 365.
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The exponential portion in the formula is (1 ÷ r) i.e. 365 ÷ 79
Thus, CR = 100 X {(14 ÷ 10) (365÷79)} – 1 i.e. 297.46%
[For ease of readers, the same example has been continued. Technically, compounding is
to be done only when the time period (r) is more than a year. Since ‘r’ here is less than 1,
annualized returns would be more appropriate]
17.1.4 Compounded Annual Growth Rate (CAGR)
Suppose the above scheme were to pay a dividend of Rs1 to investors. Since Rs1 would go out
of the scheme’s bank account to the investor’s bank account, the NAV would go down by Rs.
1 to Rs. 13. This reduced NAV, after payment of a dividend, is called ex-dividend NAV.
The point-to-point return, after the payment of dividend, amounts to {(Rs. 13 – Rs. 10) ÷ Rs.
10} X 100 i.e. 30%. This is lower than the 40% calculated earlier. Thus, the dividend payment
is vitiating the calculations of point-to-point return. Dividend payments would similarly vitiate
the calculations of annualized returns and compounded returns.
Therefore, the point to note is that PPR, AR and CR calculated above are valid only if the
scheme does not declare a dividend. This is the reason analysts prefer to work with NAVs of
the growth option of a scheme (As seen in Chapter [13], dividend is not declared in a growth
option).
CAGR is a powerful method of calculating returns that captures the impact of compounding
as well as regular dividend payments. A fundamental assumption that the CAGR technique
makes is that dividends are re-invested in the same scheme, at the ex-dividend NAV.
In the above example, suppose the investor had 1300 units. A dividend of Rs1 per unit would
yield him Rs. 1,300. If this were to be re-invested at the ex-dividend NAV of Rs. 13, he would
get Rs. 1,300 ÷ Rs. 13 i.e. 100 additional units. Thus, the investor’s unit-holding goes up to
1,400.
If the scheme declared no further dividend, and the NAV on March 31, 2011 is Rs. 20, what
would be the CAGR?
Investor started with investment in the scheme, I1 of 1300 units X Rs. 10 i.e. Rs. 13,000, on
January 1, 2010
Investor’s wealth on March 31, 2011, I2 would be 1400 units X Rs20 i.e. Rs. 28,000
The time period, n = 454.
Therefore, ‘r’ is 454 ÷ 365. (1÷r) = 365 ÷ 454.
CAGR can be calculated, using the compound interest formula, as
CAGR = 100 X {(I2 ÷ I1) (1÷r)}-1
i.e. 100 X {(28000 ÷ 13000)(365÷454)} - 1
i.e. 85.31%
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Thus, CAGR again uses the compounded returns formula. However, this is applied after the
impact of dividend is captured through re-investment of the dividend to acquire additional
units at the ex-dividend NAV.
17.2 SEBI’s Disclosure Norms on Returns
The scheme returns which are used in offer documents, advertisements etc. need to comply
with the following:
• If the time period of the return is less than a year, then simple returns is to be used. An
asterisk (*) can be shown against the return, with a clarification on the period for which
the return relates. In the above case, it would be shown as:
40%*
* Return relates to period January 1, 2010 to March 31, 2010
• Only in the case of liquid schemes, if the time period of the return is less than a year,
then annualized return can be used, so long as it does not give a misleading picture. In
the above case, if it were a liquid scheme, the annualized yield of 184.81% is unusually
high and obviously misleading. However, as an illustration, it would be shown as:
184.81%*
* Annualised yield
• If the time period of the return is more than a year, then CAGR is to be used.
• No return should be promised, unless it is an assured return schemes, were a guarantor
is prepared to write a cheque to make up the shortfall, if the scheme earns a lower
return.
17.3 Absolute & Relative Returns
In all the above cases, returns of the scheme were viewed in isolation. These are absolute
returns of the scheme concerned.
When the returns of the scheme are compared with its benchmark, it is called relative
returns.
Every scheme has a benchmark – an index with which its performance can be compared. The
benchmark index, which depends on the nature of investments proposed in the scheme, is
disclosed in the offer document. For example,
• A diversified equity scheme investing in large corporates may opt for S&P CNX Nifty as
the benchmark. A diversified equity scheme which intends to invest beyond the large
corporates, may go for CNX 100 or S&P CNX 500. An equity scheme that proposes to
invest in mid-cap companies may choose CNX Midcap 100 or S&P CNX 500.
• Similarly, the debt market offers various index options, depending on the nature of
investments and their maturity. NSE’s MIBOR (Mumbai Inter-Bank Offered Rate) is
commonly used as benchmark for liquid schemes.
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Relative returns are extensively used in risk-adjusted returns calculations, discussed later in
this chapter.
17.4 Measuring Risk
Some of the commonly used measures of risk are as follows:
17.4.1 Standard Deviation
In layman’s language, this is the extent to which the scheme returns deviate from its own
past standards. This can be easily calculated using the MS Excel (or any spreadsheet) function
‘STDEV’ as follows:
• Enter a series of regular historical returns for a scheme, in a set of continuous cells. The
regularity may be daily, weekly, monthly etc.
• In a different cell enter ‘=stdev’ and then select the range of cells where the regular
historical returns are entered. If the range of cells is C1 to C30, the formula in the
cell would be entered as ‘=stdev(C1:C30)’. The value that is returned in the cell is the
standard deviation.
A high standard deviation would mean that the scheme deviates more from its past standard
i.e it is more risky.
17.4.2 Variance
The concept is similar to standard deviation, and is used in some advanced calculations
related to portfolio management.
Variation is calculated as the square of standard deviation. It can also be determined by
replacing ‘=var’ for ‘stdev’ in the above example.
As with standard deviation, a high value of variance means that the scheme is more risky.
17.4.3 Beta
Both standard deviation and variance consider a scheme’s return with its own past standard,
to measure risk. The two measures can be used for debt as well as equity schemes.
An alternate approach to measure equity risk is based on CAPM, discussed in Chapter [1]. We
saw that there are two risks in investing in equity:
• Systematic risk (β) is inherent to equity investments e.g. the risk arising out of political
turbulence, inflation etc. It would affect all equities, and therefore cannot be avoided.
• Non-systematic risk is unique to a company e.g. risk that a key pharma compound
will not be approved, or the risk that a high performing CEO leaves the company.
Non-systematic risk can be minimized by holding a diversified portfolio of investments.
Since investors can diversify away their non-systematic risks, they have to be compensated
only for systematic risk.
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Calculation of beta of a scheme is similar to the calculation of beta of a share as discussed
earlier. Instead of share price, NAV of the growth option of the scheme would be used for the
calculations.
If the beta is more than 1, it means that the scheme is more risky than the market. A value
of beta that is less than 1 would mean that the scheme is less risky than the market. Since
index schemes mirror the portfolio of their benchmark index, their risks are expected to be
similar. Therefore, beta of an index scheme would be close to 1.
17.4.4 Weighted Average Maturity
As seen in Chapter [8], value of debt securities have an inverse relation to interest rates. As
interest rates in the market go up, value of debt securities go down, and vice versa. This is
often referred to as the price risk or interest risk in a debt security
Longer the tenor of a debt security, more would be the fluctuation in its value. Therefore, the
maturity of a scheme’s debt portfolio can be studied to understand its price risk.
If 40% of a scheme’s portfolio is in 10 year security, and balance 60% is in 7 year security,
then the weighted average maturity can be calculated as (40% X 10) + (60% X 7) i.e. 8.2
years.
Higher the portfolio maturity, more the price risk in the scheme.
17.4.5 Modified Duration
The weighted average maturity is a crude measure of price risk that is easier to comprehend
for lay investors. Debt market analysts use modified duration of the scheme’s portfolio to
assess its price risk. Modified duration of 1.3 years would mean that a 1% change (up or
down) in the interest rates in the market would lead to a 1.3% change (down or up) in the
value of the debt portfolio, and therefore the scheme’s NAV.
17.5 Risk Adjusted Returns
Investors need to take investment decisions, after considering both risk and return. A few
metrics of risk-adjusted returns are illustrated below:
17.5.1 Sharpe Ratio
Suppose an investor earned 12% return from a scheme, whose standard deviation is 0.5.
Further, let us say that a risk-free return of 7% would have been possible, if the same money
was invested with the government.
Thus, by investing in the scheme, the investor earned a return that was higher by 12% minus
7% i.e. 5%. This is his risk premium, a premium earned for the risk taken.
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If the risk premium of 5% is divided by the standard deviation of 0.5, we get a value of 10%.
This indicates that for every unit of risk taken (as measured by standard deviation), the
investor earned a return of 10%. This is the Sharpe Ratio. It is calculated as (Scheme Return
minus Risk free Return) ÷ Standard Deviation of the Scheme.
In a comparision of two schemes of the same type, the one with the higher Sharpe Ratio is
considered to have delivered superior risk-adjusted returns.
Sharpe Ratio can be used for debt schemes as well as equity schemes.
17.5.2 Treynor Ratio
Treynor ratio uses beta, instead of standard deviation, as a measure of risk. It is calculated as
(Scheme Return minus Risk free Return) ÷ Beta of the Scheme.
In the above example, if Beta of the scheme was 1.25, then Treynor Ratio would be 5% ÷1.25
i.e. 4%.
This means that for every unit of risk taken (as measured by beta), the investor earned a
return of 4%.
In a comparision of two diversified equity schemes, the one with the higher Treynor Ratio is
considered to have delivered superior risk-adjusted returns.
Treynor Ratio is to be used only for evaluating diversified equity schemes.
17.5.3 Alpha
Alpha is a measure of the fund manager’s performance.
In the process of managing a non-index scheme, the fund manager may take a risk
(as measured by beta) that is different from the market risk; the scheme returns too are likely
to be different from the market.
Logically, if the fund manager took a higher risk than the market, he ought to deliver a
return that is higher than the market. Alpha compares the return which ought to have
been generated (for the risk taken) by the scheme with the return that was actually
generated. The difference between the two is out-performance (if actual return is higher) or
under-performance (if actual return is lower).
Between two fund managers of competing diversified equity schemes, the one with higher
alpha is considered to have delivered better risk adjusted returns.
The concept of alpha is technically correct, only for diversified equity schemes.
17.6 Applying the metrics
The metrics discussed so far are to be applied for evaluating schemes of the same type.
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The logical flow would therefore be to first decide whether a scheme type is suitable for an
investor (based on its inherent risks). Thereafter, the metrics can be used to decide which of
the schemes of the same type offer a better risk-adjusted return.
It would be wrong, for instance, to draw conclusions by comparing the Sharpe Ratios of a
diversified equity scheme and a liquid fund.
Further, choosing schemes has an underlying science in the metrics – but there is also an art
in engaging the human element of the investor, and also understanding aspects of schemes
that go beyond numbers. Good professionals combine the science and art in their approach
to mutual funds.
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Chapter 18: Mf Evaluation–Qualitative Approaches
Various types of mutual fund schemes were discussed earlier. Quantitative approaches on
evaluating them on the risk-return matrix were also discussed. Some other aspects that go
into evaluation of mutual fund schemes are discussed below:
18.1 Generic Risk of Mutual Fund Scheme Categories
Every mutual fund scheme is unique in its risk-return proposition. Therefore, the investment
objective, philosophy, strategy and portfolio of schemes need to be closely studied, before
forming any opinions.
The generic risk levels of different types of mutual fund schemes are as follows:
• Debt schemes are seen as safer than equity schemes. Debt securities at least have a
maturity date, on which the company is expected to repay the principal amount. Equities
do not offer such a comfort; recovery of moneys from equity investments is therefore
entirely exposed to market risk. Hybrid schemes, which invest in a mix of debt and
equity, are seen as more risky than pure debt schemes, but less risky than pure equity
schemes.
• Amongst debt schemes, money market / liquid schemes are least risky because they
only invest in short term debt securities. As seen previously, lower the duration of the
portfolio, lesser the fluctuation in its value (and consequently the NAV) when interest
rates in the market change.
• Gilt Funds invest only in government securities (which are the safest form of debt
investment, from a credit risk point of view). Yet, their NAV can fluctuate significantly,
depending on the portfolio maturity. This price risk in the portfolio is the reason Gilt funds
are viewed as more risky than liquid schemes.
• Exposure to non-government corporate securities (which have a credit risk) contributes
to the higher risk in diversified debt funds.
• High yield funds (also called junk bond schemes) are highest in risk among debt funds
because of their investment philosophy viz. they invest in debt securities that offer
superior yield (which is generally paid by companies of inferior credit quality). Therefore,
the portfolio of high-yield funds suffers a high degree of credit risk.
• Amongst equities, some companies have relatively stable and profitable operations. The
shares of such companies fluctuate less, yet they offer an attractive dividend yield.
They are therefore called income stocks. High weightage of such equities in the portfolio
of equity income / dividend yield funds contributes to their low risk among equity
schemes.
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• The relatively low risk of value funds comes out of their value investment philosophy
viz. invest in equities of under-valued companies (that are available at relatively low
valuations) and hold on to them for a longer term. The downside risk in such equities is
therefore relatively less; in a portfolio of such equities (also called value stocks), the few
that perform will generate very high returns, which will make up for some investments in
the portfolio that may not perform.
• Unlike income stocks and value stocks, growth stocks are equities of companies that are
fast growing. These are generally available in the market at high P/E ratios. In a market
decline, they also suffer large falls.
Index funds mirror an index. Different indices have varying weightages to higher risk
growth stocks. The element of higher risk equities makes index funds riskier than value
funds.
• The portfolio of diversified equity funds is determined by a fund manager. There is a
risk of poor stock selection by the fund manager. Therefore, diversified equity funds are
riskier than index funds.
• Growth funds have large exposure to higher risk growth stocks. This contributes to the
high risk of such funds.
• Sector funds invest in only one sector – unlike diversified equity funds which invest in
multiple sectors. A benefit of investing in multiple sectors is that some may perform well,
and make up for some others that may not perform well. The risk in a sector fund is
that if that specific sector runs into trouble, then the fund performance will be severely
affected. Therefore, sector funds are viewed as highest risk among equity funds.
• The inherent risk in different kinds of debt securities and equities has been discussed.
The risk in hybrid funds depends on the extent and kind of debt and equity securities they
invest in. A few nuances:
o When a scheme talks of capital protection, consider the basis for that capital
protection. Is it backed by government securities? If not, there is a credit risk; in
that case, you need to be cautious about the capital protection statement.
o If the scheme invests in government securities that would mature along with the
scheme, then both credit risk and price risk are controlled. This makes the scheme
relatively safe. Fixed Maturity Plans (FMPs) based on government securities are
therefore low risk.
Fixed maturity plans can also be constructed on a portfolio of non-government
securities. The resulting credit risk may be further accentuated through large
exposures to a single sector. Such Fixed Maturity Plans are obviously risky to invest in.
o Monthly Income Plans (MIPs) have an element of equity exposure, which contributes
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to the risk. If the market falls significantly, the mutual fund will not have the profits
to pay a dividend. Therefore, the monthly income in an MIP needs to be viewed with
caution – the monthly income is not guaranteed.
o Flexible asset allocation funds give large flexibility to fund managers to switch their
positions between equity and debt. Therefore, an investor can never be sure about
the debt-equity mix in such schemes. Poor calls by the fund manager can have a
large adverse effect on the scheme performance. Therefore, these are seen as the
highest in risk among hybrid funds.
18.2 Other Evaluative Factors affecting Mutual Fund Schemes
• Expense Ratio
Expenses are a drag on the performance of the scheme. For the same portfolio performance,
the scheme with the lower expense ratio will offer better returns for the investor.
Expense ratios are particularly important, for debt schemes (where returns in the
underlying market are generally low) and index schemes (where the fund manager’s role
in any case is limited).
• Tracking Error
An index scheme is expected to deliver the same return as the index it is tracking. The
difference between the two returns (positive or negative) is the tracking error. The best
index scheme is the one with the lowest tracking error.
• Regular Income in Yield
The returns in a scheme have two components – capital gains (which are dependent on
market movements and can fluctuate significantly between years) and regular income
(dividend or interest income, whose flow tends to be more stable). Higher the regular
income component in the yield of a scheme, more safe it is likely to be for the investor.
• Scheme size
Small scheme size can push up the expense ratio, because the economies of scale do
not become available. On the other hand, the scheme size should not be so large as
to become unwieldy to manage. The size also needs to be seen in the context of its
investment universe (which is determined by its investment philosophy). A narrow
investment philosophy tends to restrict the investment universe. In that case, a large
scheme will find itself investing in sub-optimal investments.
• Age of Scheme
An older scheme gives you an opportunity to judge its historical performance. Further,
based on its history, it can attract investments and gain economies of scale more easily.
Finally, the investment manager too is under pressure to protect the scheme’s brand
equity.
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• Portfolio Turnover
This is measured as the value of transactions (purchase and sale of investments in the
scheme portfolio) during a period, divided by its average size during the period. For
example, if the transactions were Rs. 1,000 crores and average size of the scheme was
Rs. 800 crores, then it has turned its portfolio over Rs. 1,000 crores ÷ Rs. 800 crores i.e.
1.25 times.
A value based investment style calls for longer holding of investments. This would
translate to a low portfolio turnover. On the other hand, an arbitrage scheme that seeks
to continuously take the benefit of short term pricing mismatches in the market may
have a higher portfolio turnover.
The point to remember is that high portfolio turnover means higher transaction costs.
Investor needs to be cautious if he sees a fund manager repeatedly changing his position,
without a clear underlying logic.
• Investor Mix
Investors in an open-end scheme can offer their units for re-purchase any time. When
that happens, the fund manager needs to sell investments in the market to generate the
liquidity to pay back the investor.
If a few large investors represent a significant proportion of the unit capital of the
scheme, then the fund manager’s investment performance can get disrupted by excessive
transactions driven by liquidity needs, rather than fundamental investment logic.
On the other hand, a scheme with a large retail investor base is unlikely to see a scenario
where a few large investors disrupt the portfolio management in the scheme.
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Chapter 19: Mutual Funds - Taxation
The mutual fund trust is exempt from tax. However, the trustee company and AMC pay tax,
like any other company.
Despite the exemption to the mutual fund trust, investors in mutual fund schemes are impacted
by income tax as follows:
19.1 Securities Transaction Tax (STT)
This is applicable to equities and equity-oriented funds, but not to debt and debt-oriented
funds.
• STT on equity-oriented schemes of mutual funds
On scheme’s purchase of equity shares in the stock exchange 0.125%
On scheme’s sale of equity shares in stock exchange 0.125%
On scheme’s sale of futures & options in stock exchange 0.017%
• STT on investors in equity oriented schemes of mutual fund
On investor’s purchase of the units in stock exchange 0.125%
On investor’s sale of the units in stock exchange 0.125%
On re-purchase of investor’s units by the AMC 0.250%
Note: An equity-oriented fund is a fund that invests at least 65% of its corpus in equities of
domestic companies.
19.2 Capital Gains
The difference between the selling price (of sale in the stock exchange or as re-purchase of
units by the scheme) and buying price of an investment is treated as a capital gain (or capital
loss, if the selling price is lower).
Since the mutual fund is exempt from tax, the scheme does not pay a tax on its capital gains.
However, investors are liable to be taxed on their capital gains, as follows:
19.2.1 Equity-Oriented Schemes
If the investor has held on to the units for more than a year, and has incurred STT on the sale
transaction, then the capital gains are exempt from tax.
If the investor has held on to the units for upto a year, and has incurred STT on the sale
transaction, then the capital gains are taxed as short term capital gains at 15% plus surcharge
plus education cess.
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For example, if 100 units were bought at Rs. 20 and sold at Rs. 25, capital gains tax would be
payable on Rs. 5 X 100 units i.e. Rs. 500 at 15% plus surcharge plus education cess. Thus,
the capital gains tax would be Rs. 75 plus surcharge plus education cess.
If STT is not incurred on the sale transaction, then, irrespective of the period of holding of the
units, the capital gains taxability is the same as for debt-oriented schemes.
19.2.2 Debt-Oriented Schemes
As seen earlier, there is no incidence of STT on such schemes. Taxability, therefore, only
depends on the period of holding.
o If the units are held for more than a year, it is treated as long term capital gains. The
investor can choose between the following:
� 10% plus surcharge plus education cess
For example, if 100 units were bought at Rs. 20 and sold at Rs. 25, capital gains
tax would be payable on Rs. 5 X 100 units i.e. Rs. 500 at 10% plus surcharge plus
education cess. Thus, the capital gains tax, under this method, would be Rs. 50 plus
surcharge plus education cess.
� 20% plus surcharge plus education cess on capital gains that are reduced to the
extent of indexation.
Indexation is a facility given to the investor to adjust the acquisition cost of his
investment to the extent of inflation. Suppose the government declares an inflation
index of 500 for the financial year in which the investment is acquired, and 550 for
the financial year in which the investment is sold. This amounts to an inflation of
10%.
In the above example, the adjusted acquisition cost would therefore become Rs. 20 + 10%
i.e. Rs. 22. Long term capital gains would be Rs. 25 minus Rs. 22 i.e. Rs. 3 per unit.
Capital gains tax would be payable on Rs3 X 100 units i.e. Rs. 300 at 20% plus surcharge
plus education cess. Thus, the capital gains tax, under this method, would be Rs. 60 plus
surcharge plus education cess.
The investor will opt for the first method, where the tax is lower.
If the units are held for upto a year, it is treated as short term capital gains. The gain will be
added to the income of the investor. Thus, taxation would depend on the marginal rate of
taxation of the investor (nil or 10% or 20% or 30% plus surcharge plus education cess). The
exact rate would depend on the level of his other income.
19.3 Additional Tax on Income Distributed
This is applicable only on dividend distributed by debt-oriented schemes. Thus, ex-dividend NAV
would decline to the extent of dividend distributed, plus the tax on the dividend distributed.
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The applicable rate is 25% plus surcharge plus education cess, for liquid schemes.
In other debt funds, investors who are individuals or HUFs bear the tax at 12.5% plus surcharge
plus education cess on the dividend distributed. For other investors, the tax is higher at 20%
plus surcharge plus education cess.
19.4 Tax Deducted at Source (TDS)
There is no TDS on dividend or re-purchase amount for resident investors.
Non-resident investors might have to bear withholding tax, which will reduce the amount they
receive from the scheme as dividend or re-purchase amounts. They can however take the
benefit of Double Taxation Avoidance Agreements, if India has signed such an agreement with
the country of their residence.
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Chapter 20: Mutual Fund - Information Sources
20.1 SID, SAI & KIM
The SID, SAI and KIM, discussed in Chapter [14], are available on the websites of the AMC and
AMFI (www.amfiindia.com). It is advisable for students to read a sample of each document.
These documents are an invaluable source of information to help an investor take investment
decisions. On an ongoing basis, these are updated, as follows:
• SID
o If the scheme is launched in the first six months of the financial year (say, September
2010), then the first update is due within 3 months of the end of the same financial
year (i.e. June 2011)
o If the scheme is launched in the second six months of the financial year (say, October
2010), then the first update is due within 3 months of the end of the next financial
year (i.e. June 2012)
o After the first update, the scheme has to be updated every year.
o If the fundamental attributes of the scheme are changed, SEBI requires that
investors are given an option to get back the full value of their investment and exit
the scheme. SID has to be updated immediately after the time period for exit has
lapsed.
o Until the revised SID is printed, any changes need to be printed in a separate piece
of paper (called addenda) and attached to the SID. Besides, the change needs to
be advertised in an English newspaper, and regional newspaper of the state where
the head office of the mutual fund is located. Further, it has to be mentioned in the
website of the AMC.
• SAI
o This is to be updated within 3 months of the end of each financial year.
o Further, on an ongoing basis, material changes need to be updated. Revised SAI is
to be uploaded in the websites of the AMC and AMFI.
• KIM
o This is to be updated at least once, every financial year.
o The requirements regarding change in fundamental attributes and addenda are the
same as for SID.
20.2 Fact Sheets
AMCs have a practice of generating daily fact sheets that disclose the NAV of all schemes of
the mutual fund, and any other key developments during the day. Investors can register to
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receive this every day, by e-mail. Some AMCs also offer the fax polling facility, where a person
can call from a fax machine and trigger a fax of the fact sheet on the caller’s fax machine.
20.3 Fund Account Statements
This provides information to the investor regarding the transactions of the investor with the
mutual fund during the statement period. Further, the number of units held at the end of the
period, and their value is also disclosed.
20.4 Annual Report and Portfolio Statements
Schemewise Annual Report or an abridged summary is to be mailed to all Unit-holders within
6 months of the close of the financial year.
The complete statement of the scheme portfolio and the unaudited financial results, are to be
published within 1 month from the close of each half year. The advertisement has to appear in
one National English daily, and one newspaper published in the language of the region where
the head office of the mutual fund is situated.
In lieu of the advertisement, the mutual fund may choose to send the portfolio statement to
all Unit-holders.
Debt-oriented, close-ended / interval, schemes /plans need to disclose their portfolio in their
website every month, by the 3rd working day of the succeeding month.
For equity, although the statutory requirement of portfolio disclosure is once in 6 months,
most AMCs disclose the portfolio every month, in their website.
20.5 Other Sources of Information
• The website of SEBI (www.sebi.gov.in) provides information about proposed NFOs. The
SIDs filed by AMCs for the NFOs are a public document that anyone can access from the
website of SEBI.
• The website of AMFI (www.amfiindia.com) provides the latest NAV of all schemes. Further,
it also provides information on the scheme-wise sales, re-purchases and AUM of mutual
funds.
• The website of most AMCs also provides sufficient information, including portfolio
statement of the schemes at the end of each month. SID, SAI, KIM, Annual Reports
etc.
• The website of large mutual fund distributors provides useful information to transact in
most mutual funds.
• Several mutual fund research houses and publications provide content, as well as free tools
in their website to evaluate mutual fund schemes and track their portfolio. These include
Value Research (www.valueresearchonline.com), CRISIL (www.crisil.com), Morning Star
(www.morningstar.com), Lipper (www.lipperweb.com), MyIris (www.myiris.com) and
Credence Analytics (www.credenceanalytics.com).
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Chapter 21: Mutual Funds - Investor Protection
21.1 Structural Protection
The legal structure mandated by the SEBI Regulations was discussed in Chapter [14]. There
is an inherent system of checks and balances in the structure. The following are worth
emphasizing:
• Trusteeship and asset management responsibilities are segregated. While the AMC
manages the funds and handles other day-to-day operations, the trustees have the
primary responsibility of safeguarding unit-holders’ interests.
• Though separate from the AMC, the trustees are still answerable to SEBI. This two-level
control over the AMC adds to the strength of the mutual fund structure.
• SEBI has been performing a proactive role in plugging gaps in the mutual fund system,
so that investors are well-protected
• AMFI too performs a role in systemic improvements. Wherever required, SEBI has the
powers to make the changes mandatory.
• While the AMC does the asset management, physical custody of investments is with the
custodian, who needs to be an independent agency. A custodian over whom the sponsor
or the AMC has control cannot be appointed. Thus, the veracity of scheme investments
can be independently verified with the custodian, on an ongoing basis.
• Fundamental attributes of the scheme can be changed only after the following:
o Written communication about the proposed change to each investor.
o Advertisement in an English newspaper and in a regional newspaper of the state
where head office of mutual fund is located.
o 30-day window for dissenting investors to exit the scheme. Full NAV, without exit
load, is to be paid to them.
o Unit-holders holding 75% of the unit capital can pass a resolution to terminate the
appointment of the AMC. (The termination will be effected only after further steps
are taken).
o Unit-holders holding 75% of the unit capital can pass a resolution to wind up the
scheme.
o If a unit-holder feels that the trustees have not performed their duty, then he can
sue them for breach of trust. (The trust cannot however be sued, because, legally it
is considered a notional entity).
o The number of investor complaints and the servicing history has to be disclosed in
the offer documents of the schemes.
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21.2 Time-Standards
SEBI has imposed strict time-standards for the normal activities of the investor. These
include:
Activity Requirement
Allotment of Units / Refund of money to investor
(for schemes other than ELSS)
Within 5 business days of closure of
NFO
Re-opening for ongoing sale / re-purchase (for
open-ended schemes, other than ELSS)
Within 5 business days of closure of
NFO
Statement of accounts to investors:
In NFO• Within 5 business days of closure of
NFO
Post-NFO• Within 10 working days of transaction
SIP / SWP / STP• Within 10 working days of every
quarter (March, June, September,
December)
Specific requests by investors• Within 10 working days of request
If soft copy is requested by investor• Monthly
Dividend warrants
(AMC to pay interest for delays at 15% p.a.)
Within 30 business days of dividend
declaration
Re-purchase proceeds
(AMC to pay interest for delays at 15% p.a.)
Within 10 working days from receipt
of investor’s request
NAV published in newspapers Daily, in at least 2 newspapers
NAV, Sale and Re-purchase Prices in website of
AMFI and the mutual fund
Fund of Funds• By 10 am the next day
Other funds• By 9 pm the same day
21.3 Other Legal Considerations for Investors
• The investment of unit-holders is governed by the principle of caveat emptor (let the
buyer beware). The investor needs to exercise care in his dealings. He cannot claim
ignorance of matters that have been notified to him.
• Since the mutual fund is a trust, an investor in a mutual fund scheme does not have the
protection that the Companies Act makes available for share-holders and holders of fixed
deposits in companies.
(Model test paper for the module is available on the
website www.nseindia.com > ‘Education’ > ‘Prepare for Testing’ link)
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References and suggested readings
The readings suggested here are supplementary in nature and would prove to be helpful for
those interested in acquiring more knowledge about securities markets.
1. www.sebi.gov.in
2. www.rbi.org.in
3. www.finmin.nic.in
4. www.nseindia.com
5. Rules, Regulations and Byelaws of NSEIL & NSCCL
6. Indian Securities Market: A Review - NSEIL publication
7. NSE Newsletters – NSEIL publication
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NOTES